OMTK OmniTek Engineering Corp (QB)

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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 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.

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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

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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.

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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, 2024			September 30, 2023			September 30, 2024			September 30, 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.

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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.

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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.

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OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2024

(unaudited)

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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.

 

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OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2024

(unaudited)

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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 September 30, 2024						For the three-month period ended 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 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:

 

 

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.

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OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2024

(unaudited)

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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.

 

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OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2024

(unaudited)

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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.

 

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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.

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OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2024

(unaudited)

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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, 2024				December 31, 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)

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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)

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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.

 

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, 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.

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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.

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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.

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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

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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, 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 

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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.
Dated: November 14, 2024		/s/ Werner Funk
		By: Werner Funk
		Its: Chief Executive Officer Principal Executive Officer
Dated: November 14, 2024		/s/ Werner Funk
		By: Werner Funk Its: Chief Executive Officer Principal Executive Officer

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Exhibit 31(i)

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

 

I, Werner Funk, certify that:

  

1. I have reviewed this Quarterly Report on Form 10-Q of Omnitek Engineering Corp.; 

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have, for the small business issuer and have:  

 

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)         Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)         Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):  

 

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to  record, process, summarize and report financial information; and

 

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Dated: November 14, 2024	/s/ Werner Funk
	By:  Werner Funk
	Its:  President and Secretary