8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2010

OMEGA FLEX, INC.

(Exact name of registrant as specified in charter)

Pennsylvania	000-51372	23-1948942
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

451 Creamery Way

Exton, Pennsylvania  19341

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  610-524-7272

_____________________________________________________________________________________________________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

     (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

     (17 CFR 240.13e-4(c))

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INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS - This report and the exhibit or exhibits attached hereto, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to management’s good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of the Company to control.  Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company.  There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those ant icipated by management.

The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstance after the date hereof or to reflect the

occurrence of unanticipated events, conditions or circumstances.  For additional information about risks and uncertainties that could adversely affect the Company’s forward-looking statements, please refer to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 20, 2010, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the third quarter and nine months ended September 30, 2010.  A copy of the earnings release issued by the Company with respect to these matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in the earnings release and in this Item 2.02 is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section.  Such information may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references such information.

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ITEM 7.01. REGULATION FD DISCLOSURE

 The information included in Item 2.02 of this Form 8-K, including the press release attached as Exhibit 99.1, is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section.  It may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references the information incorporated by reference herein.

ITEM 9.01.  FINANCIAL STATEMENT AND EXHIBITS

(a)   none

(b)   none

(c)   The following document is filed herewith as an exhibit to this Form 8-K:

Exhibit 99.1  -  Earnings Release

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OMEGA FLEX, INC.

(Registrant)

Date: October 20, 2010	By: /s/ Kevin R. Hoben
	Kevin R. Hoben
	President and Chief Executive Officer

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EX-99.1 CHARTER

Exhibit 99.1

OMEGA FLEX, INC.

Manufacturer of flexible metal hose and gas piping products

Exton, Pennsylvania	Contact:  Kevin R. Hoben
October 20, 2010	(610) 524-7272

PRESS RELEASE

Omega Flex today reported its results of operations for the Third Quarter, 2010:

OMEGA FLEX, INC. (OFLX)	EARNINGS DIGEST
Three Months Ended September 30:	2010	2009
Revenues	$11,648,000	$11,328,000
	=========	=========
Net income	$843,000	$1,636,000
	=======	========
Earnings per share - basic and diluted	$0.08	$0.16
	====	====
Weighted average shares - basic and diluted	10,091,822	10,091,822
	========	========
Nine Months Ended September 30:	2010	2009
Revenues	$34,054,000	$31,545,000
	=========	=========
Net income	$2,580,000	$2,669,000
	========	========
Earnings per share - basic and diluted	$0.26	$0.26
	====	====
Weighted average shares - basic and diluted	10,091,822	10,092,324
	========	========

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Kevin R. Hoben, President and CEO, announced that the Company’s 3rd quarter 2010 Net Sales had increased modestly, from $11,328,000 in 2009, to $11,648,000 in 2010, a change of $320,000 or 2.8%.  Unit volume however increased approximately 8%, reduced primarily by aggressive marketing incentives.  The increase indicates an expansion into the market of the Company’s proprietary products, amidst a largely stalled construction cycle.

            The Company had Net income of $843,000 for the 3rd quarter of 2010.  Income has however decreased $793,000 (48.5%) compared to the same period in 2009, with the most significant contributor being an increase in the price of the Company’s core raw materials, such as stainless steel.

 Compared to the 2nd quarter of 2010, Net Sales and Net Income have grown 8.7% and 27.3%, respectively.

Regarding the nine-month results, Net Sales of $34,054,000 rose 8% above the previous year, while Net Income of $2,580,000 was down 3.3%.  Similar to the quarter, net income was negatively impacted by increases in material costs and marketing incentives.  In addition, there have been increases in operating expenses, such as staffing related compensation, including incentives, and to a lesser extent, legal.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS – This news release contains forward-looking statements, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of Omega Flex to control.  Certain statements in this news release constitute forward-looking statements with the meaning of the Private Securities Litigation Reform act of 1995, that are not historical facts, but rather reflect Omega Flex’s current expectations concerning future results and events.  The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forwa rd-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Omega Flex (or entities in which Omega Flex has interests) or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s view only as of the date of this news release.  Omega Flex undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

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