OMTK 10-Q
Omnitek Engineering Corp (OMTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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
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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 15, 2022, the Registrant had
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Page 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OMNITEK ENGINEERING CORP.
Condensed Balance Sheets
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| September 30, |
| December 31, | |
| 2022 (Unaudited) |
| 2021 | ||
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 Party |
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Inventories, net |
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Contract assets |
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Deposits |
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Total Current Assets |
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PROPERTY & EQUIPMENT, net |
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OTHER ASSETS |
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Operating lease – Right-of-use asset |
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Long-term deposit |
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Total Other 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, current portion |
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Convertible notes payable – related party |
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Contract liabilities |
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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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Convertible notes payable – related party, 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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| $ | |
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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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| Months Ended |
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| September 30, 2022 |
| September 30, 2021 |
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| September 30, 2021 | ||||
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REVENUES |
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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 INCOME (EXPENSE) |
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| Other income |
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| Loss on abandoned asset |
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| Extinguishment of liability |
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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, 2022 |
| September 30, 2021 | ||||||
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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| Loss on abandoned asset |
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| Options and warrants issued for services |
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| Extinguishment of liability |
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| Amortization of ROU asset |
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| Write-off of contract asset |
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| 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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| Accounts payable and accrued expenses |
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| Customer deposits |
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| Operating lease liability |
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| Accounts payable-related parties |
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| Other noncurrent assets |
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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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| Purchase of fixed assets |
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FINANCING ACTIVITIES |
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| Proceeds from loans payable - SBA |
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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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NON CASH FINANCING ACTIVITIES: |
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| Adoption of ASC 842 – ROU Asset | $ |
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| Adoption of ASC 842 – ROU Liability | $ |
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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 |
| Amount |
| Capital |
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Balance, December 31, 2021 |
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Value of options issued for services |
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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 issued for services | |
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Net loss for three months ended June 30, 2022 | |
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Balance, June 30, 2022 |
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Value of options issued for services | |
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Net loss for three months ended September 30, 2022 | |
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Balance, September 30, 2022 | |
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Shares |
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Balance, December 31, 2020 |
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Value of options issued for services |
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Net loss for the three months ended March 31, 2021 |
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Balance, March 31, 2021 |
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Value of options issued for services |
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Net loss for the three months ended June 30, 2021 |
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Balance, June 30, 2021 |
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Value of options issued for services |
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Net loss for the three months ended September 30, 2021 |
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Balance, September 30, 2021 |
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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, 2022
(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, 2022 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, 2021 audited financial statements. The results of operations for the periods ended September 30, 2022 and September 30, 2021 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 (e.g., filters and engine components) 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 (i.e., the performance obligation has been satisfied).
Contracts – Revenues are recognized as performance obligations are satisfied over time (also known as percentage-of-completion method), measured by either achievement of milestones or the ratio of costs incurred up to a given date to estimated total costs for each contract. Contract costs include all direct material, labor, subcontract and other costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and associated change orders and claims, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.
Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and associated change orders and claims, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.
Page 8
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2022
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. 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.
Performance Obligations Satisfied Over Time
Revenues for Omnitek’s long-term contracts that satisfy the criteria for over time recognition (formerly known as percentage-of-completion method) is recognized as the work progresses. The majority of the revenue is derived from long-term engine development agreements that typically span between 12 to 24 months. Omnitek’s long-term contracts will continue to be recognized over time because our typical contract is for a customized asset with no alternative use and generally the Company has a right to payment for work completed to date. Under the new revenue standard, the cost-to-cost measure of progress continues to best depict the transfer of control of assets to the customer, which occurs as the Company incurs costs. Contract costs include labor and material. Revenue from products and services transferred to customers over time accounted for
Performance Obligations Satisfied at a Point in Time
Revenue from product sales is recognized at a point in time. These sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risk and rewards transfer. Upon fulfilment of the performance obligation, the customer is provided an invoice demonstrating transfer of control to the customer. Revenue from goods and services transferred to customers at a point in time accounted for
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.
Pre-contract costs are generally not incurred by the Company
Contract Estimates
Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, Omnitek estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes that profit over the life of the contract.
Variable Consideration
The transaction price for contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Variable consideration historically has been insignificant.
Page 9
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2022
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Disaggregation of Revenue
The following table presents Omnitek’s revenues disaggregated by region and product type for the three months ended September 30, 2022 and September 30, 2021:
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| For the three months ended September 30, 2021 | ||||||
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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, 2022 and September 30, 2021:
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| For the nine months ended September 30, 2022 |
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|
| For the nine months ended September 30, 2021 | ||||
|
|
| Consumer | Long-term |
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|
|
| Consumer | Long-term |
|
Segments |
|
| Products | Contract | Total |
|
|
| Products | Contract | Total |
Domestic |
| $ | | | |
|
| $ | | | |
International |
|
| | | |
|
|
| | | |
| $ | | | |
|
| $ | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
Filters |
| $ | | | |
|
| $ | | | |
Components |
|
| | | |
|
|
| | | |
Engineering Services |
|
| | | |
|
|
| | | |
| $ | | | |
|
| $ | | | | |
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, 2022 |
| December 31, 2021 | ||
Location : Vista, CA |
| ||||
Raw materials | $ | |
| $ | |
Finished goods |
| |
|
| |
Allowance for obsolete inventory |
| ( |
|
| ( |
Total | $ | |
| $ | |
The Company has established an allowance for obsolete inventory. Expense for obsolete inventory was $
Page 10
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2022
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property and Equipment
Property and equipment at September 30, 2022 and December 31, 2021 consisted of the following:
| September 30, |
| December 31, | ||
2022 |
| 2021 | |||
Production equipment | $ | |
| $ | |
Leasehold Improvements |
| |
|
| |
Less: accumulated depreciation |
| ( |
|
| ( |
Total | $ | |
| $ | |
Depreciation expense for the periods ended September 30, 2022 and September 30, 2021 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, 2022 and December 31, 2021 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.
Liquidity and Going Concern
Historically, the Company has incurred net losses and negative cash flows from operations. As of September 30, 2022, the Company had an accumulated deficit of $
Page 11
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2022
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
uncertain whether it can raise additional capital. These uncertainties cast substantial doubt upon the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Our financial statements have been prepared on a going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. The financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities should we be unable to continue as a going concern.
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 (see Note 4) relates to long-term contracts where revenue is recognized over the term of the contract. For the periods ended September 30, 2022 and December 31, 2021, the balance due under customer deposits was $
NOTE 4 – CONTRACT ASSETS AND LIABILITIES
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the balance sheet. For Omnitek’s long-term contracts, amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. During the second quarter the Company's sole ongoing long-term contract was cancelled by the customer. In response to the cancellation, the Company wrote-off the contact asset and reclassified the associated net contract liability as a customer deposit, allowing the customer to apply the net deposit to future projects.
The table below reconciles the net excess billings to the amounts included in the balance sheets at those dates:
| September 30, |
| December 31, | ||
2022 |
| 2021 | |||
Contract assets | $ | |
| $ | |
Contract liabilities | $ | |
| $ | ( |
Net amount of contract liabilities in excess of contract assets | $ | |
| $ | ( |
Page 12
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2022
(unaudited)
NOTE 5 – 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 three months ended September 30, 2022, cash paid for amounts included in the measurement of operating lease liabilities was $
As of September 30, 2022, maturities of operating lease liabilities were as follows:
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| ||
Years ending December 31, |
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| ||
2022 (remaining) |
|
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| $ | |
2023 |
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| |
2024 |
|
|
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| |
2025 |
|
|
|
| |
2026 |
|
|
|
| |
Total lease payments |
|
|
|
| |
Less: imputed interest |
|
|
|
| ( |
Total lease liability |
|
|
| $ | |
Less: current lease liability |
|
|
|
| ( |
Long-term lease liability |
|
|
| $ | |
|
|
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|
Weighted average discount rate: |
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|
Operating leases |
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| |
NOTE 6 - 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, 2022 and December 31, 2021, the Company owed board members and a board member’s company for such services in the amounts of $
Accrued Management Compensation
For the periods ended September 30, 2022 and December 31, 2021, the Company’s president was due $
NOTE 7 – NOTES PAYABLE - RELATED PARTY
Convertible Notes – Related Parties
On June 4, 2021 the Company issued a convertible promissory note for $
Page 13
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2022
(unaudited)
NOTE 7 – NOTES PAYABLE - RELATED PARTY (Continued)
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, 2022.
On June 4, 2021 the Company issued a convertible promissory note for $
As of September 30, 2022 and December 31, 2021 Convertible Notes – Related Party consisted of the following:
| September 30, |
| December 31, | ||||
2022 |
| 2021 | |||||
Convertible Note payable, related parties |
| $ |
|
| $ | ||
Less current portion |
|
| ( |
|
|
| ( |
Total |
| $ |
|
| $ | ||
Payable – Related Party
On January 19, 2017 the Company issued a promissory note for $
As of September 30, 2022 and December 31, 2021 Notes Payable – Related Party consisted of the following:
| September 30, |
| December 31, | ||||
| 2022 |
| 2021 | ||||
Note payable, related party |
| $ |
|
| $ | ||
Total |
| $ |
|
| $ | ||
Page 14
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2022
(unaudited)
NOTE 8 – DEBT
Loans payable – SBA
Economic Injury Disaster Loan
On April 21, 2020, the Company obtained a loan (the “SBA EIDL Loan”) under the recently enacted 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, 2022 and December 31, 2021 Debt consisted of the following:
| September 30, |
| December 31, | ||
2022 |
| 2021 | |||
Loan payable – SBA EIDL | $ |
| $ | ||
Less current portion |
|
|
| ||
Total | $ |
| $ | ||
NOTE 9 - STOCK OPTIONS
During the nine months ended September 30, 2022 and 2021, the Company granted
On August 3, 2011 the Board of Directors adopted the Omnitek Engineering Corp. 2011 Long-term Incentive Plan (the “2011 Plan”), under which
On September 11, 2015 the Board of Directors adopted the Omnitek Engineering Corp. 2015 Long Term Incentive Plan (the “2015 Plan”), under which
In October 2017, the Company’s shareholders approved its 2017 Long-Term Incentive Plan (the “2017 Plan”). Under the 2017 plan, the Company may issue up to
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
Page 15
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2022
(unaudited)
NOTE 9 - STOCK OPTIONS (Continued)
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.
The following table presents the assumptions used to estimate the fair values of the stock options granted:
September 30, 2022 |
| September 30, 2021 | |
Expected volatility |
| ||
Expected dividends |
| ||
Expected term |
| ||
Risk-free interest rate |
|
A summary of the status of the options granted at September 30, 2022 and December 31, 2021 and changes during the periods then ended is presented below:
| September 30, |
| December 31, | ||||||
| 2022 |
| 2021 | ||||||
|
|
|
| Weighted-Average |
|
|
|
| Weighted-Average |
| Shares |
|
| Exercise Price |
| Shares |
|
| Exercise Price |
Outstanding at beginning of year |
| $ |
|
| $ | ||||
Granted |
|
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|
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| ||||
Exercised |
|
|
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|
| ||||
Expired or cancelled | ( |
|
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| |||
Outstanding at end of period |
|
|
|
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| ||||
Exercisable |
| $ |
|
| $ | ||||
A summary of the status of the options outstanding at September 30, 2022 is presented below:
Range of Exercise Prices |
| Number Outstanding |
| Weighted-Average Remaining Contractual Life |
| Number Exercisable |
| Weighted-Average Exercise Price |
|
|
|
|
|
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$ |
|
|
|
|
NOTE 10 - SUBSEQUENT EVENTS
The Company has evaluated all subsequent events through the dates of 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, 2022 and September 30, 2021
Revenues were $245,341 for the three months ended September 30, 2022 compared with $311,909 for the three months ended September 30, 2021, a decrease of $66,568. The decrease in revenues for the period is the result of shipment timing.
Cost of sales was $150,761 for the three months ended September 30, 2022 compared with $165,286 for the three months ended September 30, 2021, a decrease of $14,525. Our gross margin percentage was 39% for the three months ended September 30, 2022 compared with 47% in the same period in 2021. The lower margin for the three months ended September 30, 2022 relates primarily to product mix.
Operating expenses for the three months ended September 30, 2022 were $147,669 compared with $161,715 in the same period in 2021, a decrease of $14,046 or 9%. General and administrative expense for the three months ended September 30, 2022 was $128,577 compared with $145,811 for the three months ended September 30, 2021. Major components of general and administrative expenses for the three months ended September 30, 2022 were professional fees of $15,846, rent expense of $10,959, and salary and wages of $57,666 This compares to professional fees of $16,100, rent expense of $33,097 and salaries and wages of $54,698 for the three months ended September 30, 2021. For the three months ended September 30, 2022 research and development outlays increased to $18,532 compared with $15,555 for the three months ended September 30, 2021.
Our net loss for the three months ended September 30, 2022 was $58,648, or ($0.00) per share, compared with a net loss of $5,128, or ($0.00) per share, for the three months ended September 30, 2021. The increased net loss during the three months ended September 30, 2022 over the same period a year earlier, was primarily due to lower revenues. For the three months ended September 30, 2022 Other income was $0 compared with $17,918 for the three months ended September 30, 2021.
Results for the three months ended September 30, 2022 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 $559. For the three-month period a year earlier non-cash expenses included options and warrants granted in the amount of $2,619 and depreciation and amortization of $349.
Page 17
For the nine months ended September 30, 2022 and September 30, 2021
Our revenues were $728,630 for the nine months ended September 30, 2022, compared with $758,329 for the nine months ended September 30, 2021, a decrease of $29,699 or 4%. The decrease in revenues for the period is the result of shipment timing.
Our cost of sales was $456,672 for the nine months ended September 30, 2022, compared with $456,169 for the nine months ended September 30, 2021, an increase of $503. Our gross margin was 37% for the nine months ended September 30, 2022 compared with 40% for the nine months ended September 30, 2021. The change in gross margin between the periods relates primarily to product mix.
Our operating expenses for the nine months ended September 30, 2022 were $449,830 compared with $494,418 in 2021 , a decrease of $44,588 or 9%. General and administrative expense for the nine months ended September 30, 2022 was $397,599 as compared with $444,688 for the nine months ended September 30, 2021. Major components of general and administrative expenses for the nine months ended September 30, 2022 were professional fees of $55,399, rent expense of $32,877 and salary and wages of $171,717. This compares with professional fees of $46,727, rent expense of 87,255, and salary and wages of $159,846 for the nine months ended September 30, 2021. Research and development outlays were $50,167 for the nine months ended September 30, 2022, compared with $49,110 for the nine months ended September 30, 2021.
Our net loss for the nine months ended September 30, 2022 was $194,538, or ($0.01) per share, compared with a net loss of $94,704, or ($0.00) per share, for the nine months ended September 30, 2021. The increased net loss over the same period a year earlier was primarily due to Extinguishment of liability income recognized during the earlier period.
Results for the nine months ended September 30, 2022 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $15,722 and depreciation and amortization of $2,064. For the nine-month period a year earlier, non-cash expenses included the value of options and warrants granted of $16,493, depreciation and amortization of $620 and inventory reserve adjustment of $(121,572). For the nine months ended September 30, 2022 Other income was $0 compared with $17,985 for the nine months ended September 30, 2021.
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, 2022, our current liabilities totaled $1,552,477 and our current assets totaled $656,555, resulting in negative working capital of $895,922.
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.
Page 18
We have historically incurred significant losses, which have resulted in a total accumulated deficit of $21,642,770 at September 30, 2022, 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.
Operating Activities
We realized a negative cash flow from operations of $41,572 for the nine months ended September 30, 2022, compared with a negative cash flow of $181,989 during the nine months ended September 30, 2021.
Included in the operating loss of $194,538 for the nine months ended September 30, 2022 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 $15,722 and depreciation and amortization of $2,064.
Financing Activities
We realized a negative cash flow from financing activities of $8,236 for the nine months ended September 30, 2022, compared with positive cash flow of $146,223 for the nine months ended September 30, 2021. The negative cash flow for the nine months ended September 30, 2022 relates to payments on related party note payable. The positive cash flow for the nine months ended September 30, 2021 relates to proceeds from long-term debt.
Investing Activities
We realized negative cash flow from investing activities of $1,445 for the nine months ended September 30, 2022 compared with negative cash flow from investing activities of $10,840 for the nine months ended September 30, 2021. The negative cash flow for both periods 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.
Contract assets and liabilities
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the balance sheet. For Omnitek’s long-term contracts, amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, Omnitek sometimes receives advances or deposits from its customers, before revenue is recognized, resulting in billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities).
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 (e.g., filters and engine components) 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 (i.e., the performance obligation has been satisfied).
Contracts – Revenues are recognized as performance obligations are satisfied over time (also known as percentage-of-completion method), measured by either achievement of milestones or the ratio of costs incurred up to a given date to estimated total costs for each contract. Contract costs include all direct material, labor, subcontract and other costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and associated change orders and claims, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. 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.
Performance Obligations Satisfied Over Time
Revenues for Omnitek’s long-term contracts that satisfy the criteria for over time recognition (formerly known as percentage-of-completion method) is recognized as the work progresses. The majority of the revenue is derived from long-term engine development agreements that typically span between 12 to 24 months. Omnitek’s long-term contracts will continue to be recognized over time because our typical contract is for a customized asset with no alternative use and generally the Company has a right to payment for work completed to date. Under the new revenue
Page 20
standard, the cost-to-cost measure of progress continues to best depict the transfer of control of assets to the customer, which occurs as the Company incurs costs. Contract costs include labor and material. Revenue from products and services transferred to customers over time accounted for 0% and 0% of revenue for the periods ended September 30, 2022 and September 30, 2021, respectively.
Performance Obligations Satisfied at a Point in Time
Revenue from product sales is recognized at a point in time. These sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risk and rewards transfer. Upon fulfilment of the performance obligation, the customer is provided an invoice demonstrating transfer of control to the customer. 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, 2022 and September 30, 2021, 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.
Pre-contract costs are generally not incurred by the Company.
Contract Estimates
Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, Omnitek estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes that profit over the life of the contract.
Variable Consideration
The transaction price for contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Variable consideration historically has 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.
Our management carried out 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 and Principal Financial Officer have concluded that, as a result of the
Page 21
material weaknesses described below, our disclosure controls and procedures were not effective as of September 30, 2022. The material weakness, which relates to internal control over financial reporting, that 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, 2022 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 doesn’t 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 complete nonsense 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
ITEM 5. OTHER INFORMATION
None
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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, 2022 and the audited balance sheet as of December 31, 2021, the condensed unaudited Statements of Operations for the three month periods ended September 30, 2022 and 2021, the condensed unaudited Statements of Cash Flows for the nine month periods ended September 30, 2022 and 2021, and the condensed unaudited Statements of Stockholders’ Equity (Deficit) as of September 30, 2022 and 2021, 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 |
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3.1 |
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3.2 |
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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, 2022 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
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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 15, 2022 |
| /s/ Werner Funk |
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| By: Werner Funk |
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| Its: Chief Executive Officer Principal Executive Officer |
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Dated: November 15, 2022 |
| /s/ Werner Funk |
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| By: Werner Funk |
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