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: June 30, 2019

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.)

1333 Keystone Way, #101, 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 August 19, 2019, the Registrant had 20,420,402 shares of its no par value Common Stock outstanding.

TABLE OF CONTENTS
	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018	3

Condensed Statements of Operations for the three and six months ended June 30, 2019 and June 30, 2018 (unaudited)	4

Condensed Statements of Cash Flows for the six months ended June 30, 2019 and June 30, 2018 (unaudited)	5

Condensed Statements of Stockholders’ Equity (Deficit) as of June 30, 2019 (unaudited) and June 30, 2018 (unaudited)	6

Notes to the Condensed Financial Statements	7

Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations	16

Item 3. Quantitative and Qualitative Disclosures about Market Risk	20

Item 4. Controls and Procedures	20

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	21

Item 1A. Risk Factors	21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3. Defaults Upon Senior Securities	21

Item 5. Other Information	22

Item 6. Exhibits	22

Page 2

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OMNITEK ENGINEERING CORP.
Condensed Balance Sheets
			June 30,		December 31,
			2019		2018
			(unaudited)
ASSETS
CURRENT ASSETS
	Cash		$	`8,109`	$	`17,060`
	Accounts receivable, net			`24,415`		`13,442`
	Accounts receivable - related parties			`15,858`		`6,666`
	Inventory, net			`1,259,526`		`1,359,678`
	Contract assets			`13,221`		`12,772`
	Deposits			`10,476`		`5,811`

		Total Current Assets		`1,331,605`		`1,415,429`

Property and equipment, net				`2,081`		`2,376`

OTHER ASSETS
	Other Noncurrent Assets			`30,425`		`30,425`
		Total Other Assets		`30,425`		`30,425`

	TOTAL ASSETS		$	`1,364,111`	$	`1,448,230`

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	`396,244`	$	`362,363`
	Accrued management compensation			`607,003`		`506,103`
	Accounts payable - related parties			`136,310`		`145,171`
	Note payable - related party			`20,000`		`15,000`
	Convertible note payable			`70,000`		`100,000`
	Contract liabilities			`75,000`		`84,496`
	Customer deposits			`164,242`		`140,338`
		Total Current Liabilities		`1,468,799`		`1,353,471`
		Total Liabilities		`1,468,799`		`1,353,471`
STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock, 125,000,000 shares authorized, no par value,
	20,420,402 shares issued and outstanding			`8,427,210`		`8,427,210`
	Additional paid-in capital			`11,959,878`		`11,923,056`
	Accumulated deficit			`(20,491,776)`		`(20,255,507)`
		Total Stockholders' Equity (Deficit)		`(104,688)`		`94,759`

	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	`1,364,111`	$	`1,448,230`

The accompanying notes are an integral part of these condensed financial statements.

Page 3

OMNITEK ENGINEERING CORP.

Condensed Statements of Operations (unaudited)

For the Three

For the Six

Months Ended

June 30, 2019

June 30, 2018

June 30, 2019

June 30, 2018

REVENUES

264,396

369,555

615,744

729,085

COST OF GOODS SOLD

163,333

200,488

368,212

404,980

GROSS MARGIN

101,063

169,067

247,532

324,105

OPERATING EXPENSES

General and administrative

197,513

213,776

419,766

434,306

Research and development

27,625

25,767

52,468

52,569

Depreciation and amortization

136

1,745

296

5,726

Total Operating Expenses

225,274

241,288

472,530

492,601

LOSS FROM OPERATIONS

(124,211)

(72,221)

(224,998)

(168,496)

OTHER INCOME (EXPENSE)

Other income

-

950

Interest expense

(5,032)

(3,522)

(10,471)

(6,287)

Total Other Income (Expense)

(5,032)

(3,522)

(10,471)

(5,337)

LOSS BEFORE INCOME TAXES

(129,243)

(75,743)

(235,469)

(173,833)

INCOME TAX EXPENSE

800

800

800

800

NET LOSS

(130,043)

(76,543)

(236,269)

(174,633)

BASIC AND DILUTED LOSS PER SHARE

(0.01)

(0.00)

(0.01)

(0.01)

WEIGHTED AVERAGE NUMBER

OF COMMON SHARES OUTSTANDING

-BASIC AND DILUTED

20,420,402

20,281,082

20,420,402

20,281,082

The accompanying notes are an integral part of these condensed financial statements.

Page 4

OMNITEK ENGINEERING CORP.
Condensed Statements of Cash Flows (unaudited)

			For the Six		For the Six
			Months Ended		Months Ended
			June 30, 2019		June 30, 2018
OPERATING ACTIVITIES
	Net loss		$	(236,269)		`(174,633)`
	Adjustments to reconcile net loss to
	net cash used in operating activities:
		Amortization and depreciation expense		296		`5,726`
		Options and warrants issued for services		36,822		`27,186`
		Inventory reserve		50,000		`50,000`
	Changes in operating assets and liabilities:
		Accounts receivable		(10,973)		`(22,738)`
		Accounts receivable–related parties		(9,192)		`(2,331)`
		Contract assets		(449)		`-`
		Deposits		(4,666)		`(5,065)`
		Inventory		50,152		`61,439`
		Accounts payable and accrued expenses		33,882		`(7,777)`
		Customer deposits		23,903		`(60,383)`
		Accounts payable-related parties		(8,861)		`20,296`
		Contract liabilities		(9,496)		`(30,000)`
		Accrued management compensation		100,900		`58,897`

		Net Cash Provided by (Used in) Operating Activities		16,049		`(79,383)`

INVESTING ACTIVITIES
	Purchase of property and equipment			`-`		`(2,714)`
		Net Cash Used in Investing Activities		`-`		`(2,714)`

FINANCING ACTIVITIES
	Payments on convertible note payable			(30,000)		`-`
	Proceeds from related party note payable			5,000		`-`
	Proceeds from convertible note payable			-		`100,000`

		Net Cash Provided by (Used in) Financing Activities		(25,000)		`100,000`

		NET CHANGE IN CASH		(8,951)		`17,903`
		CASH AT BEGINNING OF YEAR		17,060		`23,279`

		CASH AT END OF PERIOD	$	8,109		`41,182`
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
	CASH PAID FOR:
		Interest	$	10,280		`4,583`
		Income taxes	$	800		`800`

The accompanying notes are an integral part of these condensed financial statements.

Page 5

OMNITEK ENGINEERING CORP.

Condensed Statements of Stockholders' Equity (Deficit)

Additional

Total

Common Stock

Paid-In

Accumulated

Stockholders'

Amount

Capital

Deficit

Equity

Balance, December 31, 2017

20,281,082

8,411,411

11,852,363

(19,787,101)

476,673

Value of options and warrants

issued for services

-

21,971

Net loss for the three months ended

March 31, 2018

-

(98,090)

(98,090)

Balance, March 31, 2018

20,281,082

8,411,411

11,874,334

(19,885,191)

400,554

Value of options and warrants

issued for services

-

5,215

Net loss for the three months ended

June 30, 2018

-

(76,543)

(76,543)

Balance, June 30, 2018

20,281,082

8,411,411

11,879,549

(19,961,734)

329,226

Additional

Total

Common Stock

Paid-In

Accumulated

Stockholders'

Amount

Capital

Deficit

Equity (Deficit)

Balance, December 31, 2018

20,420,402

8,427,210

11,923,056

(20,255,507)

94,759

Value of options and warrants

issued for services

-

25,907

Net loss for the three months ended

-

March 31, 2019

(106,226)

(106,226)

Balance, March 31, 2019

20,420,402

8,427,210

11,948,963

(20,361,733)

14,440

Value of options and warrants

issued for services

-

10,915

Net loss for the three months ended

June 30, 2019

-

(130,043)

(130,043)

Page 6


Balance, June 30, 2019	`20,420,402`	$	`8,427,210`	$	`11,959,878`	$	(20,491,776)	$	`(104,688)`


The accompanying notes are an integral part of these condensed financial statements.

Page 7

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

June 30, 2019

(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 June 30, 2019 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, 2018 audited financial statements. The results of operations for the periods ended June 30, 2019 and 2018 are not necessarily indicative of the operating results for the full years.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

In general, revenue is recognized when control of the promised goods is transferred to our customers, in an amount that reflects the consideration to which we expect to be entitled in exchange for the goods or services. In order to achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when we satisfy the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition.

We recognize revenue on various products and services as follows:

Products - The Company recognizes revenue from the sale of products (e.g., filters and engine components) as performance obligations are satisfied. This type of revenue is primarily generated from the sale of finished product to customers. Those sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks and rewards transfer (i.e., the performance obligation has been satisfied).

Contracts – Revenues are recognized as performance obligations are satisfied over time (also known as percentage-of-completion method), measured by either achievement of milestones or the ratio of costs incurred up to a given date to estimated total costs for each contract. Contract costs include all direct material, labor, subcontract and other costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and associated change orders and claims, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Performance Obligations

Page 8

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

June 30, 2019

(unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

of Omnitek’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

Performance Obligations Satisfied Over Time

Revenues for Omnitek’s long-term contracts that satisfy the criteria for over time recognition (formerly known as percentage-of-completion method) is recognized as the work progresses. The majority of the revenue is derived from long-term engine development agreements that typically span between 12 to 24 months. Omnitek’s long-term contracts will continue to be recognized over time because our typical contract is for a customized asset with no alternative use and generally the Company has a right to payment for work completed to date. Under the new revenue standard, the cost-to-cost measure of progress continues to best depict the transfer of control of assets to the customer, which occurs as the Company incurs costs. Contract costs include labor and material. Revenue from products and services transferred to customers over time accounted for 7% and 0% of revenue for the periods ended June 30, 2019 and 2018, respectively.

Performance Obligations Satisfied at a Point in Time

Revenue from product sales is recognized at a point in time. These sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risk and rewards transfer. Upon fulfilment of the performance obligation, the customer is provided an invoice demonstrating transfer of control to the customer. Revenue from goods and services transferred to customers at a point in time accounted for 93% and 100% of revenue for the periods ended June 30, 2019 and 2018, respectively.

Assurance-type warranties are the only warranties provided by the Company and, as such, Omnitek does not recognize revenue on warranty-related work. Omnitek generally provides a one-year warranty for products that it sells. Warranty claims historically have been insignificant.

Pre-contract costs are generally not incurred by the Company

Contract Estimates

Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, Omnitek estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes that profit over the life of the contract.

Variable Consideration

The transaction price for contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Variable consideration historically has been insignificant.

Page 9

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

June 30, 2019

(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 June 30, 2019 and June 30, 2018:

For the three months ended June 30,

2019

2018

Consumer

Long-term

Consumer

Long-term

Segments

Products

Contract

Total

Products

Contract

Total

Domestic

100,568

-

100,568

157,576

-

157,576

International

145,064

18,764

163,828

211,979

-

211,979

245,632

18,764

264,396

369,555

-

369,555

Filters

175,736

-

175,736

193,973

-

193,973

Components

69,896

-

69,896

175,582

-

175,582

Engineering Services

-

18,764

-

245,632

18,764

264,396

369,555

-

369,555

The following table presents Omnitek’s revenues disaggregated by region and product type for the six months ended June 30, 2019 and June 30, 2018:

For the six months ended June 30,

2019

2018

Consumer

Long-term

Consumer

Long-term

Segments

Products

Contract

Total

Products

Contract

Total

Domestic

220,926

-

220,926

296,324

-

296,324

International

350,344

44,474

394,818

432,761

-

432,761

571,270

44,474

615,744

729,085

-

729,085

Filters

415,624

-

415,624

441,501

-

193,973

Components

155,646

-

155,646

287,584

-

287,584

Engineering Services

-

44,474

-

571,270

18,764

615,744

729,085

-

729,085

Page 10

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

June 30, 2019

(unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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:

	June 30,		December 31,
Location : Vista, CA	2019		2018
Raw materials	$	`939,179`	$	`948,060`
Finished goods		`1,116,392`		`1,147,052`
Inventory in transit		`-`		`10,611`
Allowance for obsolete inventory		`(796,045)`		`(746,045)`
Total	$	`1,259,526`	$	`1,359,678`

The Company has established an allowance for obsolete inventory. Expense for obsolete inventory was $50,000 and $50,000, for the periods ended June 30, 2019 and June 30, 2018, respectively.

Property and Equipment

Property and equipment at June 30, 2019 and December 31, 2018 consisted of the following:

	June 30,		December 31,
	2019		2018
Production equipment	$	`64,673`	$	`64,673`
Computers/Office equipment		`28,540`		`28,540`
Tooling equipment		`12,380`		`12,380`
Leasehold Improvements		`42,451`		`42,451`
Less: accumulated depreciation		`(145,963)`		`(145,668)`
Total	$	`2,081`	$	`2,376`

Depreciation expense for the periods ended June 30, 2019 and June 30, 2018 was $296 and $5,726, 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 2,978,890 and 2,577,223 stock options that would have been included in the fully diluted earnings per share as of June 30, 2019 and June 30, 2018, respectively. However, the common stock equivalents were not included in the computation of the loss per share 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.

Page 11

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

June 30, 2019

(unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 June 30, 2019 and December 31, 2018 the Company had no accrued interest or penalties related to uncertain tax positions. The Company files an income tax return in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state, and local, or non-U.S. income tax examinations by tax authorities for years before 2012.

Liquidity and Going Concern

Historically, the Company has incurred net losses and negative cash flows from operations. As of June 30, 2019, the Company had an accumulated deficit of $20,491,776 and total stockholders’ deficit of $(104,688). At June 30, 2019, the Company had current assets of $1,331,605 including cash of $8,109, and current liabilities of $1,468,799,

resulting in negative working capital of $(137,194). For the six months ended June 30, 2019, the Company reported a net loss of $236,269 and net cash provided by operating activities of $16,049. Management believes that based on its operating plan, the projected sales for 2019, 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 significant doubt upon the Company’s ability to continue as a going concern. 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.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-2 - Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company adopted this update as of January 1, 2019 using the modified retrospective transition method and prior periods have not been restated. The Company has not entered into any leases subject to the new guidance since January 1, 2019.

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployees Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. With the adoption of ASU 2018-07, the accounting for share-based payments to nonemployees and employees will be substantially the same. ASU 2018-07 is effective for public companies for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The Company adopted the standard on January 1, 2019. In management’s opinion, ASU 2018-07 will not have a material impact on the Company’s financial statements and related disclosures.

Page 12

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

June 30, 2019

(unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 – CONTRACT ASSETS AND LIABILITIES

The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the balance sheet. For Omnitek’s long-term contracts, amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, Omnitek sometimes receives advances or deposits from its customers, before revenue is recognized, resulting in billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities).

The table below reconciles the net excess billings to the amounts included in the balance sheets at those dates:

	June 30,		December 31,
	2019		2018
Contract assets	$	`13,221`	$	`12,772`
Contract liabilities	$	`(75,000)`	$	`(84,496)`
Net amount of contract liabilities in excess of contract assets	$	`(61,779)`	$	`(71,724)`

NOTE 4 - RELATED PARTY TRANSACTIONS

Accounts Receivable – Related Parties

The Company holds a non-controlling interest in various distributors in exchange for use of the Company’s name and logo. As of June 30, 2019, the Company owned a 15% interest in Omnitek Engineering Thailand Co. Ltd. and a 20% interest in Omnitek Peru S.A.C. As of June 30, 2019 and December 31, 2018, the Company was owed $15,858 and $6,666, respectively, by related parties for the purchase of products and services.

Accounts Payable – Related Parties

The Company regularly incurs expenses that are paid to related parties and purchases goods and services from related parties. As of June 30, 2019 and December 31, 2018, the Company owed related parties for such expenses, goods and services in the amounts of $136,310 and $145,171, respectively.

Accrued Management Expenses

For the periods ended June 30, 2019 and December 31, 2018, the Company’s president and chief financial officer were due amounts for services performed for the Company.

As of June 30, 2019 and December 31, 2018 the accrued management fees consisted of the following:

	June 30,			December 31,
	2019			2018
Amounts due to the president		$	`468,811`		$	`399,296`
Amounts due to the chief financial officer			`138,192`			`106,807`
Total		$	`607,003`		$	`506,103`

Page 13

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

June 30, 2019

(unaudited)

NOTE 5 – NOTES PAYABLE - RELATED PARTY TRANSACTIONS

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, 2020.

On May 28, 2019 the Company issued a promissory note for $5,000 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 December 31, 2019. As of June 30, 2019 and December 31, 2018 Notes Payable – Related Party consisted of the following:

	June 30,			December 31,
	2019			2018
Notes payable, related party		$	`20,000`		$	`15,000`
Total		$	`20,000`		$	`15,000`

NOTE 6 – CONVERTIBLE NOTE PAYABLE

On June 15, 2018 the Company entered into a Securities Purchase Agreement with an accredited investor, under which the investor purchased a Secured Convertible Promissory Note from the Company in the principal amount of $100,000. Under the terms of the Note simple interest will accrue at a rate of 10% per annum. The note will automatically mature and be due and payable on the eighteen (18) month anniversary. The Company shall make principal payments under the Note in the amount of $5,000 per month, beginning on the seventh month anniversary and continuing each month thereafter through the maturity date. Also commencing on the seventh month anniversary of the Note, the Company shall make interest payments under this Note based on the unpaid principal balance. The Note is secured by the inventory of the Company in accordance with a Security Agreement executed concurrently with the Note and UCC-1 Financing Statement perfecting said security interest. The Note includes a conversion feature wherein, under certain circumstances, the Lender may request that a portion of the principal repayment be converted and payable in restricted shares of the Company’s Common Stock at the lesser of five cents

($0.05) per share or 90% of the average closing price calculated over the prior 20 trading days, but not less than $0.025 per share. The floor of $0.025 per share prevents the embedded conversion option from qualifying for derivative accounting under ASC 815-15 “Derivative and Hedging”.

As of June 30, 2019 and December 31, 2018 Convertible Note Payable consisted of the following:

	June 30,			December 31,
	2019			2018
Convertible note payable		$	`70,000`		$	`100,000`
Total		$	`70,000`		$	`100,000`

Page 14

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

June 30, 2019

(unaudited)

NOTE 7 - STOCK OPTIONS AND WARRANTS

During the six months ended June 30, 2019 and 2018, the Company granted 450,000 and 590,000 options for services, respectively. During the six months ended June 30, 2019 and 2018, the Company recognized expense of $36,822 and $27,186, respectively, for options and warrants that vested during the periods pursuant to ASC Topic 718. Total remaining amount of compensation expense to be recognized in future periods is $19,978.

On August 3, 2011 the Board of Directors adopted the Omnitek Engineering Corp. 2011 Long-term Incentive Plan (the “2011 Plan”), under which 1,000,000 shares of Company’s Common Stock were reserved for issuance of both Incentive Stock Options to employees only and and Non-Qualified Stock Options to employees and consultants at its discretion. As of June 30, 2019 the Company has a total of 600,000 options issued under the 2011 Plan. 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. As of June 30, 2019 the Company has a total of 2,065,556 options issued under the 2015 Plan. In October 2017, the Company’s shareholders approved its 2017 Long-Term Incentive Plan (the “2017 Plan”). Under the 2017 plan, the Company may issue up to 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 June 30, 2019, the Company has a total of 750,000 options issued under the 2017 Plan. During the six months ended June 30, 2019 and 2018 the Company issued -0- and -0- warrants, respectively.

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.

The following table presents the assumptions used to estimate the fair values of the stock options granted:


	June 30, 2019	June 30, 2018
Expected volatility	`142%`	`150%`
Expected dividends	`0%`	`0%`
Expected term	7 Years	7 Years
Risk-free interest rate	`2.01%`	`2.46%`

Page 15

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

June 30, 2019

(unaudited)

NOTE 7 - STOCK OPTIONS AND WARRANTS (CONTINUED)

A summary of the status of the options and warrants granted at June 30, 2019 and December 31, 2018 and changes during the periods then ended is presented below:

	June 30,			December 31,
	2019			2018
			Weighted-Average			Weighted-Average
	Shares		Exercise Price	Shares		Exercise Price
Outstanding at beginning of year	`2,965,556`	$	`0.63`	`2,600,556`	$	`0.82`
Granted	`450,000`		`0.08`	`590,000`		`0.07`
Exercised	`-`		`-`	`-`		`-`
Expired or cancelled	`-`		`-`	`(225,000)`		`1.33`
Outstanding at end of period	`3,415,556`		`0.56`	`2,965,556`		`0.63`
Exercisable	`2,978,890`	$	`0.59`	`2,556,390`	$	`0.67`

A summary of the status of the options and warrants outstanding at June 30, 2019 is presented below:

Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life	Number Exercisable	Weighted-Average Exercise Price

`$0.01-0.99`	`2,890,556`	4.68 years	`2,453,890`	`0.22`
`$1.00-1.99`	`75,000`	0.68 years	`75,000`	`1.37`
`$2.00-2.99`	`450,000`	0.31 years	`450,000`	`2.53`

`$0.01-2.99`	`3,415,556`	4.02 years	`2,978,890`	`$0.59`

NOTE 8 - SUBSEQUENT EVENTS

On August 6, 2019, subsequent to the date covered by this report the Company was served with a Three-Day Notice of Pay Rent or Quit, for failure to pay rent for the months of May, June, July and August, 2019, in the aggregate unpaid amount of $87,477.09, for the premises leased by the Company located at 1333 Keystone Way, Suite 101, Vista, California. The Company’s current lease expired on March 1, 2019 and the Company is currently occupying the leased premises on a month to month basis. The Company is actively engaged in negotiations for the renewal of the lease and a mutually acceptable resolution with the landlord.

Page 16

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the condensed financial statements and related notes to the condensed financial statements included elsewhere in this periodic report. Some of the statements under “Management’s Discussion and Analysis,” “Description of Business” and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the alternative fuels engines industry in general. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. The safe harbor provisions of the federal securities laws do not apply to any forward-looking statements contained in this registration statement.

All forward-looking statements address such matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and such statements are expressly qualified in their entirety by this paragraph.

Results of Operations

For the three months ended June 30, 2019 and 2018

Revenues were $264,396 for the three months ended June 30, 2019 compared with $369,555 for the three months ended June 30, 2018, a decrease of $105,159. The reduction in revenues for the period relates primarily to the timing of conversion kit shipments to international customers.

Cost of sales was $163,333 for the three months ended June 30, 2019 compared with $200,488 for the three months ended June 30, 2018, a decrease of $37,155. Our gross margin percentage was 38% for the three months ended June 30, 2019 compared with 46% in the same period in 2018. The lower margin for the three months ended June 30, 2019 relates primarily to product mix, specifically between components/filters and engineering services.

Operating expenses for the three months ended June 30, 2019 were $225,274 compared with $241,288 in the same period in 2018, a decrease of $16,014 or 7%. General and administrative expense for the three months ended June 30, 2019 was $197,513 compared with $213,776 for the three months ended June 30, 2018. Major components of general and administrative expenses for the three months ended June 30, 2019 were professional fees of $14,414, rent expense of $42,736, and salary and wages of $67,703. This compares to professional fees of $12,592, rent expense of $29,703 and salaries and wages of $72,465 for the three months ended June 30, 2018. For the three months ended June 30, 2019 research and development outlays were increased to $27,625 compared with $25,767 for the three months ended June 30, 2018.

Our net loss for the three months ended June 30, 2019 was $130,043, or ($0.01) per share, compared with a net loss of $76,543, or ($0.00) per share, for the three months ended June 30, 2018. The increased net loss was primarily due to lower revenues during the three months ended June 30, 2019 over the same period a year earlier.

Results for the three months ended June 30, 2019 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $10,915, depreciation and amortization of $136 and the inventory reserve adjustment of $25,000. For the three month period a year earlier non-cash expenses included options and warrants granted in the amount of $5,215, depreciation and amortization of $1,745 and the inventory reserve adjustment of $25,000.

Page 17

For the six months ended June 30, 2019 and 2018

Revenues decreased to $615,744 for the six months ended June 30, 2019 from $729,085 for the six months ended June 30, 2018, a decrease of $113,341 or 16%. The reduction in revenues for the period relates primarily to the timing of conversion kit shipments to international customers.

Our cost of sales decreased to $368,212 for the six months ended June 30, 2019 from $404,980 for the six months ended June 30, 2018, a decrease of $36,768. Our gross margin was 40% for the six months ended June 30, 2019 compared to 44% in 2018. The lower margin for the six months ended June 30, 2019 relates primarily to product mix, specifically between components/filters and engineering services.

Our operating expenses for the six months ended June 30, 2019 were $472,530 compared to $492,601 in 2018, a decrease of $20,071 or 4%. General and administrative expense for the six months ended June 30, 2019 was $419,766 as compared to $434,306 for the six months ended June 30, 2018. Major components of general and administrative expenses for the six months ended June 30, 2019 were professional fees of $43,439, rent expense of $79,735 and salary and wages of $133,627. This compares to professional fees of $42,130, rent expense of $57,081, and salary and wages of $150,401 for the six months ended June 30, 2018. Research and development outlays were decreased to $52,468 for the six months ended June 30, 2019 compared to $52,569 for the six months ended June 30, 2018.

Our net loss for the six months ended June 30, 2019 was $236,269, or $0.01 per share, compared to a net loss of $174,633, or $0.01 per share, for the six months ended June 30, 2018. The increased net loss was primarily due to lower revenues during the six months ended June 30, 2019 over the same period a year earlier.

Results for the six months ended June 30, 2019 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $36,822, depreciation and amortization of $296 and the inventory reserve adjustment of $50,000. For the six-month period a year earlier, non-cash expenses included the value of options and warrants granted of $27,186, depreciation and amortization of $5,726 and inventory reserve adjustment of $50,000.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash provided by operating 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 June 30, 2019, our current liabilities totaled $1,468,799 and our current assets totaled $1,331,605, resulting in negative working capital of $137,194.

We have no firm commitments or obligations for capital expenditures. However, substantial discretionary expenditures may be required to enable us to conduct existing and planned product research, design, development, manufacturing, marketing and distribution of our products. We may need to raise additional capital to facilitate growth and support our long-term product development, manufacturing, and marketing programs. The Company has no established bank-financing arrangements. Therefore, it is possible that we need to seek additional financing through subsequent future public or private sales of our securities, including equity securities. We may also seek funding for the development, manufacturing, and marketing of our products through strategic partnerships and other arrangements with corporate partners. There can be no assurance, however, that such collaborative arrangements or additional funds will be available when needed, or on terms acceptable to us, if at all. If adequate funds are not available, we may be required to curtail one or more of our research and development programs.

We have historically incurred significant losses, which have resulted in a total accumulated deficit of $20,491,776 at June 30, 2019, of which $5,604,135 is a direct result of derivative expense and change in fair value of derivative liability and is unrelated to our operations or cash flow.

Page 18

Operating Activities

We realized a positive cash flow from operations of $16,049 for the six months ended June 30, 2019 compared with a negative cash flow of $79,383 during the six months ended June 30, 2018.

Included in the operating loss of $236,269 for the six months ended June 30, 2019 are non-cash expenses, which are not a drain on our capital resources. During the period, these non-cash expenses include the value of options and warrants granted in the amount of $36,822, depreciation and amortization of $296 and the inventory reserve adjustment of $50,000.

Financing Activities

We realized a negative cash flow from financing activities of $25,000 for the six months ended June 30, 2019 compared with positive cash flow of $100,000 for the six months ended June 30, 2018. The negative cash flow for the six months ended June 30, 2019 relates to principal repayments on convertible notes payable. The positive cash flow for the six months ended June 30, 2018 relates to proceeds from the convertible note payable.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

Accounting Method and Use of Estimates

The Company's financial statements are prepared using the accrual method of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Areas where significant estimates are required include the following:

Accounts Receivable

Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts.

Inventory

Inventory is stated at the lower of cost or market. The Company’s inventory consists of finished goods and raw materials. The Company identifies items in its inventory that have not been sold in a timely manner. Accordingly, the Company has established an allowance for the cost of such obsolete inventory.

Long-lived assets

The Company assesses the recoverability of its long lived assets annually and whenever circumstances would indicate that there may be an impairment. The Company compares the estimated undiscounted future cash flows to the carrying value of the long lived assets to determine if an impairment has occurred. In the event that an impairment has occurred, the Company recognizes the impairment immediately.

Contract assets and liabilities

Page 19

For Omnitek’s long-term contracts, amounts are generally billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, Omnitek sometimes receives advances or deposits from its customers, before revenue is recognized, resulting in billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities).

Revenue Recognition

We recognize revenue on various products and services as follows:

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of Omnitek’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

Performance Obligations Satisfied Over Time

Performance Obligations Satisfied at a Point in Time

Page 20

Upon fulfilment of the performance obligation, the customer is provided an invoice demonstrating transfer of control to the customer. Revenue from goods and services transferred to customers at a point in time accounted for 93% and 100% of revenue for the periods ended June 30, 2019 and 2018, respectively.

Pre-contract costs are generally not incurred by the Company.

Contract Estimates

Variable Consideration

Recently Adopted Accounting Pronouncements

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployees Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. With the adoption of ASU 2018-07, the accounting for share-based payments to nonemployees and employees will be substantially the same. ASU 2018-07 is effective for public companies for annual and interim periods beginning after December 15, 2018, with early adoption permitted. In management’s opinion, ASU 2018-07 will not have a material impact on the Company’s financial statements and related disclosures.

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

Page 21

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as a result of the material weaknesses described below, our disclosure controls and procedures were not effective as of June 30, 2019. The material weaknesses, which relate to internal control over financial reporting, that were identified are: (1) the lack of a complete backup process for our electronic financial information and inventory systems and, (2) the Company does not maintain sufficient monitoring review controls with respect to accounting for complex transactions. These control deficiencies, which are pervasive in nature, result in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

Changes in Internal Controls

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2019 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

We are not a party to any 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

On June 4, 2019, the Company granted to Richard Miller, CFO, a Non-qualified Stock Option pursuant to the 2017 Long-Term Incentive Plan, to purchase 200,000 shares of common stock at an exercise price of $0.066, representing 110% of the closing price of the common stock of the Corporation as of such date. Said Options shall vest and be exercisable with regard to 50% of the Options immediately and the remaining 50% on December 31, 2019. The Options shall be exercisable for a period of seven years from the date of grant.

The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The individual receiving the options is intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

Page 22

ITEM 5. OTHER INFORMATION

On January 19, 2019 the Company and Werner Funk, President and CEO, agreed to a one-year extension of the $15,000 related party note payable due to Mr. Funk. The extended due date is January 19, 2020.

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 June 30, 2019 and the audited balance sheet as of December 31, 2018, the condensed unaudited Statements of Operations for the three month periods ended June 30, 2019 and 2018, the condensed unaudited Statements of Cash Flows for the three month periods ended June 30, 2019 and 2018, and the condensed unaudited Statements of Stockholders’ Equity (Deficit) as of June 30, 2019 and 2018, 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⁾
31.01		CEO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 ⁽³⁾
31.02		CFO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 ⁽³⁾
32.01		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 June 30, 2019 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 23

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: August 19, 2019		/s/ Werner Funk
		By: Werner Funk
		Its: Chief Executive Officer Principal Executive Officer

Dated: August 19, 2019			/s/ Richard L. Miller
			By: Richard L. Miller
			Its: Chief Financial Officer Principal Financial Officer

Page 24