10-Q
Omnitek Engineering Corp (OMTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2024
Commission File Number 000-53955
OMNITEK ENGINEERING CORP.
(Exact name of Registrant as specified in its charter)
| California | 33-0984450 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1345 Specialty Drive, Suite E, Vista, California 92081
(Address of principal executive offices, Zip Code)
(760) 591-0089
(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. Yes ☒ No ☐
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). Yes ☒ No ☐
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 | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
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 ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbols(s) | Name of each exchange on which registered |
|---|---|---|
| N/A |
As of November 14, 2024, the Registrant had 21,948,091 shares of Common Stock outstanding.
Page 1
| TABLE OF CONTENTS | ||
|---|---|---|
| Page | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. Financial Statements | 3 | |
| Condensed Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 | 3 | |
| Condensed Statements of Operations for the three and nine months ended September 30, 2024 and September 30, 2023 (unaudited) | 4 | |
| Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and September 30, 2023 (unaudited) | 5 | |
| Condensed Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2024 and September 30, 2023 (unaudited) | 6 | |
| Notes to the Condensed Financial Statements | 7 | |
| Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations | 15 | |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 18 | |
| Item 4. Controls and Procedures | 18 | |
| PART II - OTHER INFORMATION | ||
| Item 1. Legal Proceedings | 19 | |
| Item 1A. Risk Factors | 19 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 19 | |
| Item 3. Defaults Upon Senior Securities | 19 | |
| Item 4. Mine Safety Disclosure | 19 | |
| Item 5. Other Information | 19 | |
| Item 6. Exhibits | 20 |
Page 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OMNITEK ENGINEERING CORP.
Condensed Balance Sheets
| September 30, | December 31, | |
|---|---|---|
| 2024 (Unaudited) | 2023 | |
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash | $41,072 | $73,703 |
| Accounts receivable, net | 17,167 | 12,233 |
| Accounts receivable – related parties | 1,463 | 1,304 |
| Inventories, net | 277,318 | 370,838 |
| Deposits | 396,826 | 24,443 |
| Total Current Assets | 733,846 | 482,521 |
| LONG-TERM ASSETS | ||
| Property & Equipment, net | 9,637 | 5,667 |
| Operating lease – right-of-use asset | 246,362 | 345,459 |
| Long-term deposit | 13,514 | 13,514 |
| Total Long-Term Assets | 269,513 | 364,640 |
| TOTAL ASSETS | $1,003,359 | $847,161 |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
| CURRENT LIABILITIES | ||
| Accounts payable and accrued expenses | $339,863 | $323,236 |
| Accrued management compensation | 638,619 | 635,158 |
| Accounts payable - related parties | 134,241 | 131,285 |
| Notes payable - related parties | 37,940 | 37,940 |
| Convertible notes payable – related party | 10,000 | 10,000 |
| Customer deposits | 742,346 | 310,025 |
| Operating lease liabilities - current | 160,165 | 131,868 |
| Total Current Liabilities | 2,063,174 | 1,579,512 |
| LONG-TERM LIABILITIES | ||
| Loans payable – SBA, net of current portion | 199,000 | 199,000 |
| Operating lease liabilities – long-term | 129,520 | 254,339 |
| Total Long-term Liabilities | 328,520 | 453,339 |
| Total Liabilities | 2,391,694 | 2,032,851 |
| STOCKHOLDERS' DEFICIT | ||
| Common stock, 125,000,000 shares authorized; no par value; 21,948,091 and 21,948,091 shares, respectively, issued and outstanding | 8,607,086 | 8,607,086 |
| Additional paid-in capital | 12,072,581 | 12,067,571 |
| Accumulated deficit | (22,068,002) | (21,860,347) |
| Total Stockholders' Deficit | (1,388,335) | (1,185,690) |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $1,003,359 | $847,161 |
| The accompanying notes are an integral part of these condensed unaudited financial statements. |
Page 3
| OMNITEK ENGINEERING CORP. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Statements of Operations (unaudited) | ||||||||||
| For the Three | For the Three | For the Nine | For the Nine | |||||||
| Months Ended | Months Ended | Months Ended | Months Ended | |||||||
| September 30,<br><br><br>2024 | September 30,<br><br><br>2023 | September 30,<br><br><br>2024 | September 30,<br><br><br>2023 | |||||||
| REVENUES | $ | 277,365 | $ | 235,379 | $ | 781,412 | $ | 712,303 | ||
| COST OF GOODS SOLD | (156,074) | (133,043) | (465,602) | (413,718) | ||||||
| GROSS MARGIN | 121,291 | 102,336 | 315,810 | 298,585 | ||||||
| OPERATING EXPENSES | ||||||||||
| General and administrative | 131,072 | 131,199 | 451,716 | 417,848 | ||||||
| Research and development | 17,658 | 18,065 | 53,758 | 51,201 | ||||||
| Depreciation and amortization | 964 | 436 | 2,365 | 1,309 | ||||||
| Total Operating Expenses | 149,694 | 149,700 | 507,839 | 470,358 | ||||||
| LOSS FROM OPERATIONS | (28,403) | (47,364) | (192,029) | (171,773) | ||||||
| OTHER INCOME (EXPENSE) | ||||||||||
| Other income | 712 | 18,682 | 712 | 18,682 | ||||||
| Interest expense | (5,150) | (6,035) | (15,538) | (17,583) | ||||||
| Total Other Income (Expense) | (4,438) | 12,647 | (14,826) | 1,099 | ||||||
| LOSS BEFORE INCOME TAXES | (32,841) | (34,717) | (206,855) | (170,674) | ||||||
| INCOME TAX EXPENSE | - | - | 800 | 800 | ||||||
| NET LOSS | $ | (32,841) | $ | (34,717) | $ | (207,655) | $ | (171,474) | ||
| BASIC AND DILUTED LOSS PER SHARE | $ | (0.00) | $ | (0.00) | $ | (0.01) | $ | (0.01) | ||
| WEIGHTED AVERAGE NUMBER | ||||||||||
| OF COMMON SHARES OUTSTANDING | ||||||||||
| -BASIC AND DILUTED | 21,948,091 | 21,948,091 | 21,948,091 | 21,948,091 | ||||||
| The accompanying notes are an integral part of these condensed unaudited financial statements. |
Page 4
| OMNITEK ENGINEERING CORP. | ||||||
|---|---|---|---|---|---|---|
| Condensed Statements of Cash Flows (unaudited) | ||||||
| For the Nine | For the Nine | |||||
| Months Ended | Months Ended | |||||
| September 30, 2024 | September 30, 2023 | |||||
| OPERATING ACTIVITIES | ||||||
| Net loss | $ | (207,655) | $ | (171,474) | ||
| Adjustments to reconcile net loss to net cash used in **** operating activities: | ||||||
| Amortization and depreciation expense | 2,365 | 1,309 | ||||
| Stock option expense | 5,010 | 13,157 | ||||
| Amortization of ROU asset | 99,097 | 94,610 | ||||
| Written off provision of obsolete inventory | - | (18,682) | ||||
| Change in inventory reserve | 92,302 | (50) | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (4,934) | 1,128 | ||||
| Accounts receivable–related parties | (159) | 953 | ||||
| Deposits | (372,383) | (1,094) | ||||
| Inventory | 1,218 | 78,481 | ||||
| Prepaid Expense | - | (5,320) | ||||
| Accounts payable and accrued expenses | 16,626 | 18,607 | ||||
| Customer deposits | 432,322 | (348) | ||||
| Operating lease liability | (96,522) | (88,516) | ||||
| Accounts payable-related parties | 2,957 | 10,023 | ||||
| Accrued management compensation | 3,461 | 2,884 | ||||
| Net Cash Used in Operating Activities | (26,295) | (64,332) | ||||
| INVESTING ACTIVITIES | ||||||
| Purchase of Fixed Assets | (6,336) | - | ||||
| Net Cash Used in Investing Activities | (6,336) | - | ||||
| FINANCING ACTIVITIES | ||||||
| Proceeds from notes payable-related party | - | 15,113 | ||||
| Net Cash Provided by Financing Activities | - | 15,113 | ||||
| NET CHANGE IN CASH | (32,631) | (49,219) | ||||
| CASH AT BEGINNING OF YEAR | 73,703 | 56,379 | ||||
| CASH AT END OF PERIOD | $ | 41,072 | $ | 7,160 | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOWS | ||||||
| CASH PAID FOR: | ||||||
| Interest | $ | 15,775 | $ | 18,315 | ||
| Income taxes | $ | 800 | $ | 800 |
The accompanying notes are an integral part of these condensed unaudited financial statements.
Page 5
OMNITEK ENGINEERING CORP.
Condensed Statements of Stockholders’ Deficit (unaudited)
| Additional | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Paid-In | Accumulated | Stockholders’ | ||||||
| Shares | Amount | Capital | Deficit | Deficit | |||||
| Balance, December 31, 2023 | 21,948,091 | $ | 8,607,086 | $ 12,067,571 | $ | (21,860,347) | $ | (1,185,690) | |
| Value of options and warrants issued | - | - | 1,963 | - | 1,963 | ||||
| Net loss for the three-month period ended March 31, 2024 | - | - | - | (66,458) | (66,458) | ||||
| Balance, March 31, 2024 | 21,948,091 | $ | 8,607,086 | $ 12,069,534 | $ | (21,926,805) | $ | (1,250,185) | |
| Value of options and warrants issued | - | - | 2,694 | - | 2,694 | ||||
| Net loss for three months ended June 30, 2024 | - | - | - | (108,356) | (108,256) | ||||
| Balance, June 30, 2024 | 21,948,091 | $ | 8,607,086 | $ 12,072,228 | $ | (22,035,161) | $ | (1,355,847) | |
| Value of options and warrants issued | - | - | 353 | - | 353 | ||||
| Net loss for three months ended September 30, 2024 | - | - | - | (32,841) | (32,841 | ||||
| Balance, September 30, 2024 | 21,948,091 | 8,607,086 | 12,072,581 | (22,068,002) | (1,388,335) | ||||
| Additional | Total | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common Stock | Paid-In | Accumulated | Stockholders' | ||||||
| Shares | Amount | Capital | Deficit | Deficit | |||||
| Balance, December 31, 2022 | 21,948,091 | $ | 8,607,086 | $ | 12,051,795 | $ | (21,644,941) | $ | (986,060) |
| Value of options and warrants issued | - | - | 2,562 | - | 2,562 | ||||
| Net loss for the three-month period ended March 31, 2023 | - | - | - | (59,850) | (59,850) | ||||
| Balance, March 31, 2023 | 21,948,091 | $ | 8,607,086 | $ | 12,054,357 | $ | (21,704,791) | $ | (1,043,348) |
| Value of options and warrants issued | - | - | 7,976 | - | 7,976 | ||||
| Net loss for the three months ended June 30, 2023 | - | - | - | (76,906) | (76,906) | ||||
| Balance, June 30, 2023 | 21,948,091 | $ | 8,607,086 | $ | 12,062,333 | $ | (21,781,697) | $ | (1,112,278) |
| Value of options and warrants issued | 2,619 | - | 2,619 | ||||||
| Net loss for the three-month period ended September 30, 2023 | - | - | - | (34,717) | (34,717) | ||||
| Balance, September 30, 2023 | 21,948,091 | $ | 8,607,086 | $ | 12,064,952 | $ | (21,816,414) | $ | (1,144,376) |
| The accompanying notes are an integral part of these condensed unaudited financial statements. |
Page 6
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2024
(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, 2024 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, 2023 audited financial statements. The results of operations for the periods ended September 30, 2024 and September 30, 2023 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. Those sales predominantly contain a single delivery element, and revenue is recognized at a single point in time when ownership and risks transfer (i.e. the performance obligation has been satisfied). In general, ownership and risk passes FOB shipping point, or as negotiated.
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.
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.
Page 7
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2024
(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, 2024 and September 30, 2023:
| For the three-month period ended<br><br><br>September 30, 2024 | For the three-month period ended<br><br><br>September 30, 2023 | |||||
|---|---|---|---|---|---|---|
| Consumer | Consumer | |||||
| Segments | Products | Total | Products | Total | ||
| Domestic | $ | 90,324 | 90,324 | $ | 78,107 | 78,107 |
| International | 187,041 | 187,041 | 157,272 | 157,272 | ||
| $ | 277,365 | 277,365 | $ | 235,379 | 235,379 | |
| Filters | $ | 161,877 | 161,877 | $ | 130,082 | 130,082 |
| Components | 115,488 | 115,488 | 105,297 | 105,297 | ||
| $ | 277,365 | 277,365 | $ | 235,379 | 235,379 |
The following table presents Omnitek’s revenues disaggregated by region and product type for the nine months ended September 30, 2024 and September 30, 2023:
| For the nine-month period ended September 30, 2024 | For the nine-month period ended<br><br><br>September 30, 2023 | |||||
|---|---|---|---|---|---|---|
| Consumer | Consumer | |||||
| Segments | Products | Total | Products | Total | ||
| Domestic | $ | 276,225 | 276,225 | $ | 244,905 | 244,905 |
| International | 505,187 | 505,187 | 467,398 | 467,398 | ||
| $ | 781,412 | 781,412 | $ | 712,303 | 712,303 | |
| Filters | $ | 370,173 | 370,173 | $ | 393,624 | 393,624 |
| Components | 411,239 | 411,239 | 318,679 | 318,679 | ||
| Engineering Services | - | - | - | - | ||
| $ | 781,412 | 781,412 | $ | 712,303 | 712,303 |
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:
| Location: Vista, CA | September 30, | December 31, | ||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Raw materials | $ | 857,140 | $ | 799,642 |
| Finished goods | 435,358 | 494,074 | ||
| Total | $ | 1,292,498 | $ | 1,293,716 |
| Allowance for obsolete inventory | 1,015,180 | 922,878 | ||
| Total | $ | 277,318 | $ | 370,838 |
The Company has established an allowance for obsolete inventory. Expense for obsolete inventory was $0 and $0, for the periods ended September 30, 2024 and September 30, 2023, respectively.
Page 8
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2024
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property and Equipment
Property and equipment at September 30, 2024 and December 31, 2023 consisted of the following:
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Production/Office equipment | $ | 74,792 | $ | 68,456 |
| Leasehold Improvements | 4,689 | 4,689 | ||
| Less: accumulated depreciation | (69,844) | (67,478) | ||
| Total | $ | 9,637 | $ | 5,667 |
Depreciation expense for the periods ended September 30, 2024 and September 30, 2023 was $2,365 and $1,309 respectively.
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 2,340,000 and 2,695,556 stock options that would have been included in the fully diluted earnings per share as of September 30, 2024 and September 30, 2023, respectively. However, the common stock equivalents were not included in the computation because they are anti-dilutive.
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, 2024 and December 31, 2023 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 9
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2024
(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, 2024, the Company had an accumulated deficit of $22,068,002 and total stockholders’ deficit of $1,388,335. At September 30, 2024, the Company had current assets of $733,846 including cash of $41,072, and current liabilities of $2,063,174, resulting in negative working capital of $1,329,328. For the nine months ended September 30, 2024, the Company reported a net loss of $207,655 and net cash used in operating activities of $26,296. Management believes that based on its operating plan, the projected sales for 2024, combined with funds available from its working capital will be sufficient to fund operations for the next twelve months. However, there can be no assurance that operations and operating cash flows will continue at the current levels or improve in the near future. Whether, and when, the Company can attain profitability and positive cash flows from operations is uncertain. The Company is also 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 relates to long-term contracts where revenue is recognized over the term of the contract. For the periods ended September 30, 2024 and December 31, 2023, the balance due under customer deposits was $742,346 and $310,025, respectively.
NOTE 4 –OPERATING LEASE
The Company’s lease consists 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 $9,988 per month and monthly operating expenses during the term of the lease, subject to adjustment under the lease, are $1,175 per month.
During the quarter ended September 30, 2024, cash paid for amounts included in the measurement of operating lease liabilities was $38,778 and the Company recorded operating lease expenses included in operating expenses of $37,290.
Page 10
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2024
(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, | |
|---|---|
| 2024 (remaining) | $ 38,778 |
| 2025 | 176,268 |
| 2026 | 88,134 |
| Total lease payments | $ 303,180 |
| Less: Imputed interest | (13,495) |
| Total lease liability | 289,685 |
| Less: current lease liability | (160,165) |
| Long-term lease liability | $ 129,520 |
| Weighted average discount rate: | |
| Operating leases | 4.94% |
NOTE 5 - RELATED PARTY TRANSACTIONS
Accounts Payable – Related Parties
The Company regularly incurs expenses that are paid to related parties for purchases of goods and services from related parties. As of September 30, 2024 and December 31, 2023, the Company owed related parties for such goods and services in the amounts of $134,241 and $131,285 respectively.
Accounts Receivable – Related Parties
As of September 30, 2024, and December 31, 2023, the Company was owed $1,463 and $1,304, respectively, by an entity controlled by the Company’s CEO for the purchase of products and services.
Accrued Management Compensation
For the periods ended September 30, 2024 and December 31, 2023, the Company’s president was due amounts for services performed for the Company.
As of September 30, 2024, and December 31, 2023, the accrued amounts consisted of the following:
| September 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Amounts due to the president | $ | 638,619 | $ | 635,158 | ||
| Total | $ | 638,619 | $ | 635,158 |
NOTE 6 – NOTES PAYABLE - RELATED PARTIES
Convertible Notes – Related Parties
On June 4, 2021, the Company issued an unsecured convertible promissory note for $30,000 to its CEO. Simple interest at the rate of 8% per annum accrues on the unpaid principal balance of the note. The note calls for monthly installment payments of $1,050 commencing on July 4, 2021. The unpaid principal and accrued interest was due and payable on or before June 4, 2023. On the maturity date, June 4, 2023, the lender elected to transfer the unpaid principal balance of $7,940 to the Working Capital Promissory Note.
Page 11
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2024
(unaudited)
NOTE 6 – NOTES PAYABLE - RELATED PARTIES (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. On December 4, 2023 the Company made a payment of $10,000 reducing the outstanding balance to $10,000 and also extended the note until December 4, 2024. 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 is not convertible until maturity, no derivative liability was recognized as of September 30, 2024.
As of September 30, 2024, and December 31, 2023, Convertible Notes – Related Party consisted of the following:
| September 30,<br><br><br>2024 | December 31,<br><br><br>2023 | |||||
|---|---|---|---|---|---|---|
| Convertible Notes payable, related parties | $ | 10,000 | $ | 10,000 | ||
| Less current portion | (10,000) | (10,000) | ||||
| Total | $ | - | - |
Notes Payable – Related Party
On January 19, 2017, the Company issued a promissory note for $15,000 to a related party. The note has an annual interest rate of 5% and is unsecured. The principal amount of the note and all accrued interest is due and payable on or before January 19, 2018. The maturity date of the note was extended annually for additional one-year period, with a current due date of January 19, 2024. On September 15, 2023, the lender elected to transfer the unpaid principal balance of $15,000 to the Working Capital Promissory Note.
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. On March 22, 2024 the Maturity Date of the Working Capital Promissory Note was extended to March 23, 2026.
As of September 30, 2024, and December 31, 2023 Note Payable – Related Party consisted of the following:
| September 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Note payable, related party | $ | 37,940 | $ | 37,940 |
| Total | $ | 37,940 | $ | 37,940 |
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OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2024
(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 $199,000 from the loan. The SBA EIDL Loan is evidenced by a Loan Authorization and Agreement, a Secured Promissory Note (the “Note” and Security Agreement. Interest on the unpaid principal balance of the Note shall accrue at the rate of three and 75/100 percent (3.75%) per annum. Pursuant to the terms of the Note, commencing May 21, 2022 (i.e., twenty-four (24) months from the Note date), the Company shall make principal and interest payments in the amount of $970 every month, with any unpaid principal and accrued interest due and payable on April 21, 2050. As of September 30, 2024, accrued interest was $8,892. Current monthly payments are applied to the accrued interest. The obligations under the Loan Authorization and Agreement, and the Note shall be secured pursuant to the Security Agreement and a first position lien and security interest in the Collateral (as defined in the Security Agreement). The collateral in which the security interest is granted includes all tangible and intangible personal property, including, but not limited to: (a) inventory, and (b) equipment.
As of September 30, 2024 and December 31, 2023 Debt consisted of the following:
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Loan payable – SBA EIDL | $ | 199,000 | $ | 199,000 |
| Less current portion | - | - | ||
| Total | $ | 199,000 | $ | 199,000 |
NOTE 8 - STOCKHOLDERS’ DEFICIT
Options and Warrants
The Company has no warrants outstanding.
During the nine months ended September 30, 2024 and 2023, the Company granted 450,000 and 150,000 options for services, respectively. During the nine months ended September 30, 2024 and 2023, the Company recognized expense of $5,010 and $13,157 respectively, for options that vested during the periods pursuant to ASC Topic 718. As of September 30, 2024 total remaining amount of compensation expense to be recognized in future periods is $3,621.
On September 11, 2015, the Board of Directors adopted the Omnitek Engineering Corp. 2015, Long-Term Incentive Plan (the “2015 Plan”), under which 2,500,000 shares of the Company’s Common Stock were reserved for issuance of both Incentive Stock Options to employees only and Non-Qualified Stock Options to employees and consultants at its discretion. On February 9, 2024, 855,556 option issued under the 2015 Plan expired. As of September 30, 2024, the Company has a total of 290,000 options issued under the 2015 plan.
On 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 5,000,000 shares of both Incentive Stock Options to employees only and Non-Qualified Stock Options to employees and consultants at its discretion. As of September 30, 2024, the Company had a total of 2,050,000 options issued under the 2017 Plan.
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.
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OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2024
(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, | September 30, | |
|---|---|---|
| 2024 | 2023 | |
| Expected volatility | 210% | 206% |
| Expected dividends | 0% | 0% |
| Expected term | 7 Years | 7 Years |
| Risk-free interest rate | 4.66% | 3.63% |
A summary of the status of the options granted at September 30, 2024, and December 31, 2023, and changes during the periods then ended is presented below:
| September 30, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Weighted-Average | Weighted-Average | |||||
| Shares | Exercise Price | Shares | Exercise Price | |||
| Outstanding at beginning of year | 2,745,556 | $ | 0.11 | 3,265,556 | $ | 0.15 |
| Granted | 450,000 | 0.02 | 150,000 | 0.04 | ||
| Exercised | 0 | - | - | - | ||
| Expired or cancelled | 855,556 | 0.18 | (670,000) | 0.28 | ||
| Outstanding at end of period | 2,340,000 | 0.06 | 2,745,556 | 0.11 | ||
| Exercisable | 2,056,667 | $ | 0.07 | 2,720,556 | 0.11 |
A summary of the status of the options outstanding at September 30, 2024 is presented below:
| Range of Exercise Prices | Number Outstanding | Weighted-Average Remaining Contractual Life | Number Exercisable | Weighted-Average Exercise Price |
|---|---|---|---|---|
| $0.01-1.00 | 2,340,000 | 3.01 years | 2,056,667 | 0.07 |
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. On July 29, 2024, the court stayed the case until January 27, 2025.
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.
NOTE 10 - SUBSEQUENT EVENTS
None
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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-month period ended September 30, 2024 and September 30, 2023
Revenues were $277,365 for the three-month period ended September 30, 2024 compared with $235,379 for the same period the prior year, an increase of $41,986. The increase in revenues for the period is primarily attributable to increased export sales.
Cost of sales was $156,074 for the three-month period ended September 30, 2024 compared with $133,043 for the same period the prior year, an increase of $23,031. Our gross margin percentage was 44% for the three-month period ended September 30, 2024 compared with 43% in the same period a year earlier.
Operating expenses for the three-month period ended September 30, 2024 were $149,694 compared with $149,700 in the same period a year ago, a decrease of $6. General and administrative expense for the three-month period ended September 30, 2024 was $131,072 compared with $131,199 for the same period the prior year. Major components of general and administrative expenses for the three-month period ended September 30, 2024 were professional fees of $14,588, rent expense of $10,695, and salaries and wages of $56,951. This compares with professional fees of $16,677, rent expense of $10,869 and salaries and wages of $56,851 for the same prior- year period. For the three-month period ended September 30, 2024 research and development expense was $17,658 compared with $18,065 for the same period last year.
Our net loss for the three-month period ended September 30, 2024 was $32,841, or ($0.00) per share, compared with a net loss of $34,717, or ($0.00) per share, for the same period a year ago.
Results for the three-month period ended September 30, 2024 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $353 and depreciation and amortization of $964. For the same period in the prior year, non-cash expenses included options and warrants granted in the amount of $2,619 and depreciation and amortization of $436.
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For the nine months ended September 30, 2024 and September 30, 2023
Our revenues were $781,412 for the nine months period ended September 30, 2024, compared with $712,303 for the same period in the prior year, an increase of $16,327 or 10%. The increase in revenues for the period is primarily attributable to increased exports sales.
Our cost of sales was $465,602 for the nine months period ended September 30, 2024, compared with $413,718 a year earlier, an increase of $51,884. Our gross margin was 40% for the nine months ended September 30, 2024 compared with 42% last year. The change in gross margin between the periods relates primarily to product mix.
Our operating expenses for the nine months period ended September 30, 2024 were $507,839 compared with $470,358 for the same period in the prior year, an increase of $37,481 or 8%. General and administrative expense for the nine months ended September 30, 2024 was $451,716 compared with $417,848 for the same period in 2023. Major components of general and administrative expenses for the nine months ended September 30, 2024 were professional fees of $68,485, rent expense of $32,344 and salaries and wages of $171,083. This compares with professional fees of $79,647, rent expense of 32,787, and salaries and wages of $170,054 for the same period a year ago. Research and development expense was $53,758 for the nine months ended September 30, 2024 compared with $51,201 last year.
Our net loss for the nine months period ended September 30, 2024 was $207,655 or ($0.01) per share, compared with a net loss of $171,474, or ($0.01) per share, in the prior year.
Results for the nine months period ended September 30, 2024 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $5,010 and depreciation and amortization of $2,365. For the nine-month period in the prior-year, non-cash expenses included the value of options and warrants granted of $13,157 and depreciation and amortization of $1,309.
L iquidity 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, 2024, our current liabilities totaled $2,063,174 and our current assets totaled $733,846 resulting in negative working capital of $1,329,328.
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 may 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 $22,068,002 at September 30, 2024.
Page 16
Operating Activities
We realized a negative cash flow from operations of $26,295 for the nine months period ended September 30, 2024, compared with a negative cash flow of $64,332 during the same period the prior year.
Included in the operating loss of $192,029 for the nine-month period ended September 30, 2024 are non-cash expenses, which are not a drain on our capital resources. During this period, these non-cash expenses included the value of options granted in the amount of $5,010 and depreciation and amortization of $2,365. Additionally, the operating loss included general and administrative expenses of $451,716 and research and development expenses of $53,758.
Financing Activities
We realized a $0.00 cash flow from financing activities for the nine months ended September 30, 2024 compared with positive cash flow of $15,113 for the same period the prior year. The positive cash flow for the same period in the prior year was due to proceeds from related party note payable.
Investing Activities
We realized negative cash flow from investing activities of $6,335 for the nine months period ended September 30, 2024 compared with negative cash flow from investing activities of $0 for the same period in the prior year. The negative cash flow for the period ended September 30, 2024 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. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.
Inventory
Inventories are stated at the lower of market or average cost basis. The Company reviews inventories on hand at least annually and records provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and product expiration. Accordingly, the Company has established an allowance for the cost of such obsolete inventory.
Page 17
Long-lived assets
The Company assesses the recoverability of its long-lived assets annually and whenever circumstances 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 impairment has occurred. In the event that 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. Those sales predominantly contain a single delivery element, and revenue is recognized at a single point in time when ownership and risks transfer (i.e. the performance obligation has been satisfied). In general, ownership and risk passes FOB shipping point, or as negotiated.
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 performed 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, 2024. 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.
Page 18
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, 2024 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. On July 29, 2024, the court stayed the case until January 27, 2025.
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
Page 19
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, 2024 and the audited balance sheet as of December 31, 2023, the condensed unaudited Statements of Operations for the quarter and nine-month periods ended September 30, 2024 and 2023, the condensed unaudited Statements of Cash Flows for the nine-month periods ended September 30, 2024 and 2023, and the condensed unaudited Statements of Stockholders’ Deficit as of September 30, 2024 and 2023, 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 | Amended and Restated Articles of Incorporation(1) |
| 3.2 | Amended and Restated By-Laws Adopted July 12, 2012(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, 2024 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 20
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. | ||
|---|---|---|
| Dated: November 14, 2024 | /s/ Werner Funk | |
| By: Werner Funk | ||
| Its: Chief Executive Officer<br><br><br>Principal Executive Officer | ||
| Dated: November 14, 2024 | /s/ Werner Funk | |
| By: Werner Funk<br><br><br>Its: Chief Executive Officer<br><br><br>Principal Executive Officer |
Page 21
Exhibit 31(i)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Werner Funk, certify that:
- 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;
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;
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.
| Dated: November 14, 2024 | /s/ Werner Funk |
|---|---|
| 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.
| Dated: November 14, 2024 | /s/ Werner Funk |
|---|---|
| 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, 2024, 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.
| Dated: November 14, 2024 | /s/ Werner Funk |
|---|---|
| By: Werner Funk | |
| Its: Chief Executive Officer, | |
| President and Secretary | |
| Dated: November 14, 2024 | /s/ Werner Funk |
| --- | --- |
| 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.