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~~September 30, 2025

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 Dr. #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 August 19, 2025, the Registrant had 21,948,091 shares of its no par value Common Stock outstanding.

Page 1

TABLE OF CONTENTS
	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	3
Condensed Statements of Operations for the three and six months ended June 30, 2025 and June 30, 2024 (unaudited)	4
Condensed Statements of Cash Flows for the six months ended June 30, 2025 and June 30, 2024 (unaudited)	5
Condensed Statements of Stockholders’ Deficit for the three and six months ended June 30, 2025 and June 30, 2024 (unaudited)	6
Notes to the Unaudited Condensed Financial Statements	7
Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures about Market Risk	20
Item 4. Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosure	22
Item 5. Other Information	23
Item 6. Exhibits	24

As of November 18, 2025, the Registrant had 21,948,091 shares of its no par value Common Stock outstanding.

Page 2

TABLE OF CONTENTS
	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements		3

Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024		3

Condensed Statements of Operations for the three and nine months ended September 30, 2025 and September 30, 2024 (unaudited)		4

Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and September 30, 2024 (unaudited)		5

Condensed Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2025 and September 30, 2024 (unaudited)		6

Notes to the Unaudited Condensed Financial Statements		7

Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations		17

Item 3. Quantitative and Qualitative Disclosures about Market Risk		21

Item 4. Controls and Procedures		21

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		22

Item 1A. Risk Factors		22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22

Item 3. Defaults Upon Senior Securities		22

Item 4. Mine Safety Disclosure		22

Item 5. Other Information		22

Item 6. Exhibits		23

Page 3

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OMNITEK ENGINEERING CORP.

Condensed Balance Sheets

	June 30, 2025	December 31, 2024
	September 30,	December 31,
	(Unaudited)	(Audited)
	2025 (Unaudited)	2024
ASSETS
CURRENT ASSETS
Cash	$3239,~~636~~241	$104,445
Accounts receivable, net	34,~~654~~874	11,075
Accounts receivable – related parties	1318,~~089~~167	3,088
Inventories, net	~~325~~319,~~861~~380	267,616
Deposits	337,~~136~~830	495,540
Total Current Assets	~~712~~719,~~376~~492	881,764
Property & Equipment, net	65,~~744~~780	8,673
LONG-TERM ASSETS
Operating lease – right-of-use asset	~~143~~107,~~358~~961	212,504
Long-term deposit	13,514	13,514
Total Long-Term Assets	~~156~~121,~~872~~475	226,018
TOTAL ASSETS	$~~875~~846,~~992~~747	$1,116,455
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$~~263~~275,~~323~~266	$334,223
Accrued management compensation	~~635~~639,~~734~~196	636,311
Accounts payable - related parties	~~140~~38,~~516~~502	139,834
Notes payable - related parties	~~101~~116,940	44,940
Convertible notes payable – related party	10,000	10,000
Customer deposits	~~598~~540,~~327~~683	845,272
Operating lease liabilities - current	~~171~~129,~~641~~520	167,461
Total Current Liabilities	1,~~921~~750,~~481~~107	2,178,041
LONG-TERM LIABILITIES
Loans payable – SBA, net of current portion	199,000	199,000
Operating lease liabilities – long-term	-	86,878
Total Long-term Liabilities	199,000	285,878
Total Liabilities	21,~~120~~949,~~481~~107	2,463,919
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
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,~~076~~077,~~716~~069	12,072,934
Accumulated deficit	(21,~~928~~786,~~291~~515)	(22,027,484)
Total Stockholders' Deficit	(1,~~244~~102,~~489~~360)	(1,347,464)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$~~875~~846,~~992~~747	$1,116,455
The accompanying notes are an integral part of these condensed unaudited financial statements.

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

Page 3

OMNITEK ENGINEERING CORP.

Condensed Statements of Operations

(unaudited)

	For the Three	For the Three	For the Six	For the Six
	Months Ended	Months Ended	Months Ended	Months Ended
	June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
REVENUES	$605,407	$266,971	$965,153	$504,047
COST OF GOODS SOLD	383,656	156,170	602,434	309,527
GROSS MARGIN	221,751	110,801	362,719	194,520
OPERATING EXPENSES
General and administrative	149,895	156,953	282,346	282,997
Research and development	16,996	17,629	35,305	36,100
Depreciation and amortization	964	964	1,928	1,401
Total Operating Expenses	167,855	175,546	319,579	320,498
PROFIT/(LOSS) FROM OPERATIONS	53,896	(64,745)	43,140	(125,978)
OTHER INCOME (EXPENSE)
Other income	88,237	-	88,461	-
Other Expense	(8,559)	(37,647)	(18,397)	(37,647)
Interest expense	(6,921)	(5,164)	(13,211)	(10,389)
Total Other Income/(Expense)	72,757	(42,811)	56,853	(48,036)
PROFIT/(LOSS) BEFORE INCOME TAXES	126,653	(107,556)	99,993	(174,014)
INCOME TAX EXPENSE	800	800	800	800
NET PROFIT/(LOSS)	$125,853	$(108,356)	$99,193	$(174,814)
BASIC AND DILUTED LOSS PER SHARE	$0.01	$(0.00)	$(0.00)	$(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -BASIC AND DILUTED	21,948,091	21,948,091	21,948,091	21,948,091

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

Page 4

OMNITEK ENGINEERING CORP.

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, 2025		September 30, 2024		September 30, 2025		September 30, 2024

REVENUES			$	296,613	$	277,365	$	1,261,765	$	781,412
COST OF GOODS SOLD				(132,052)		(156,074)		(734,485)		(465,602)
GROSS MARGIN				164,561		121,291		527,280		315,810

OPERATING EXPENSES

	General and administrative			127,526		131,072		428,270		451,716
	Research and development			17,021		17,658		52,326		53,758
	Depreciation and amortization			964		964		2,893		2,365

		Total Operating Expenses		145,511		149,694		483,489		507,839

PROFIT/(LOSS) FROM OPERATIONS				19,050		(28,403)		43,791		(192,029)

OTHER INCOME (EXPENSE)

	Other income			130,750		712		219,212		712
	Interest expense			(8,024)		(5,150)		(21,235)		(15,538)

		Total Other Income (Expense)		122,726		(4,438)		197,977		(14,826)

PROFIT/(LOSS) BEFORE INCOME TAXES				141,776		(32,841)		241,768		(206,855)
INCOME TAX EXPENSE				-		-		800		800

NET PROFIT/(LOSS)			$	141,776	$	(32,841)	$	240,968	$	(207,655)

BASIC AND DILUTED EARNING (LOSS) PER SHARE			$	0.01	$	(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.

Condensed Statements of Cash Flows

(unaudited)

	For the Six	For the Six
	Months Ended	Months Ended
	June 30, 2025	June 30, 2024
OPERATING ACTIVITIES
Net income (loss)	$99,193	$(174,814)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation expense	1,928	1,401
Stock option expense	3,782	4,657
Amortization of ROU asset	69,146	65,672
Change in Inventory reserve	18,068	92,302
Changes in operating assets and liabilities:
Accounts receivable	7,421	(5,109)
Accounts receivable–related parties	(10,001)	25
Deposits	158,404	(129,059)
Inventory	(76,313)	6,677
Accounts payable and accrued expenses	(70,900)	(116)
Customer deposits	(246,945)	169,384
Accrued management compensation	(577)	-
Operating lease liability	(82,698)	(61,609)
Accounts payable-related parties	682	1,074
Net cash provided by (used in) operating activities	(128,809)	(29,514)
INVESTING ACTIVITIES
Purchase of fixed assets	-	(6,336)
Net cash used in investing activities	-	(6,336)
FINANCING ACTIVITIES
Proceeds from (payments on) notes payable-related party	57,000	-
Net cash (used in) provided by financing activities	57,000	-
NET CHANGE IN CASH	(71,809)	(35,850)
CASH AT BEGINNING OF YEAR	104,445	73,703
CASH AT END OF PERIOD	$32,636	$37,853
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
CASH PAID FOR:
Interest	15,312	5,071
Income taxes	$800	$800

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

Page 5

OMNITEK ENGINEERING CORP.

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

			For the Nine		For the Nine
			Months Ended		Months Ended
			September 30, 2025		September 30, 2024
OPERATING ACTIVITIES
	Net income (loss)		$	240,968	$	(207,655)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Amortization and depreciation expense		2,893		2,365
		Stock option expense		4,135		5,010
		Amortization of ROU asset		104,543		99,097

		Change in inventory reserve		18,184		92,302
	Changes in operating assets and liabilities:
		Accounts receivable		6,201		(4,934)
		Accounts receivable–related parties		(15,080)		(159)
		Deposits		157,710		(372,383)
		Inventory		(69,948)		1,218
		Accounts payable and accrued expenses		(58,955)		16,626
		Customer deposits		(304,589)		432,322
		Operating lease liability		(124,819)		(96,522)
		Accounts payable-related parties		(101,332)		2,957
		Accrued management compensation		2,885		3,461
		Net cash used in operating activities		(137,204)		(26,295)

INVESTING ACTIVITIES
		Purchase of fixed assets		-		(6,336)
		Net cash used in investing activities		-		(6,336)

FINANCING ACTIVITIES
		Proceeds from notes payable-related party		72,000		-

		Net cash provided by financing activities		72,000		-

		NET CHANGE IN CASH		(65,204)		(32,631)
		CASH AT BEGINNING OF YEAR		104,445		73,703

		CASH AT END OF PERIOD	$	39,241	$	41,072
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
	CASH PAID FOR:
		Interest	$	22,043	$	15,775
		Income taxes	$	800	$	800
NON CASH FINANCING ACTIVITIES:
		Trade payable forgiveness – related party	$	(106,450)	$	-

Condensed Statements of Stockholders’ Deficit

(unaudited)

				Additional					Total
	Common Stock			Paid-In			Accumulated		Stockholders’
	Shares	Amount		Capital			Deficit		Deficit
Balance, December 31, 2024	21,948,091	$	8,607,086	$	12,072,934		$	(22,027,484)	$	(1,347,464)
Value of options and warrants issued for services	-		-		345			-		345
Net loss for the three months ended March 31, 2025	-		-		-			(26,660)		(26,660)
Balance, March 31, 2025	21,948,091	$	8,607,086	$	12,073,279		$	(22,054,144)	$	(1,373,779)
Value of options and warrants	-		-	3,437				-	3,437
Net profit for three months ended June 30, 2025	-		-	-				125,853	125,853
Balance, June 30, 2025	21,948,091	$	8,607,086	$		12,076,716	$	(21,928,291)	$	(1,244,489)

				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	-		-		1,963		-		1,963
Net loss for the three months 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	-		-		2,694		-		2,694
Net loss for the three months ended June 30, 2024	-		-	-			(108,356)		(108,356)
Balance, June 30, 2024	21,948,091	$	8,607,086	$	12,072,228	$	(22,035,161)	$	(1,355,847)

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

Page 6

OMNITEK ENGINEERING CORP.~~Notes to Financial StatementsJune 30, 2025(unaudited)~~

Condensed Statements of Stockholders’ Deficit (unaudited)

				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit

Balance, December 31, 2024	21,948,091	$	8,607,086		$ 12,072,934	$	(22,027,484)	$	(1,347,464)

Value of options and warrants issued	-		-		345		-		345

Net loss for the three-month period ended March 31, 2024	-		-		-		(26,660)		(26,660)

Balance, March 31, 2025	21,948,091	$	8,607,086		$ 12,073,279	$	(22,054,144)	$	(1,373,779)

Value of options and warrants issued	-		-	3,437			-	3,437

Profit for three months ended June 30, 2025	-		-	-			125,853	125,853

Balance, June 30, 2025	21,948,091	$	8,607,086		$ 12,076,716	$	(21,928,291)	$	(1,244,489)

Value of options and warrants issued	-		-	353			-	353

Net profit for three months ended September 30, 2025	-		-	-			141,776	141,776

Balance, September 30, 2025	21,948,091		8,607,086	12,077,069			(21,786,515)	(1,102,360)

				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 the three months ended June 30, 2024	-		-		-		(108,356)		(108,356)

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 the three-month period 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)

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

Page 7

NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY

Omnitek Engineering, Corp. (“Omnitek” or “the Company”) was incorporated on October 9, 2001 under the laws of the State of California. Omnitek develops and sells proprietary technology to convert diesel engines to an alternative fuel, new alternative fuel engines, and complementary products. Omnitek products are available for stationary applications and the global transportation markets – including light commercial vehicles, buses, heavy-duty trucks, as well as rail and marine applications. The technology can be applied for compressed natural gas (“CNG”), liquefied natural gas (“LNG”), renewable natural gas (“Biogas” or “RNG”), or Hydrogen (“H2”), as well as liquid petroleum gas (“Propane” or LPG”). Omnitek began operations on October 10, 2001, and was a spin-off from Nology Engineering, Inc.

NOTE 2 - 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~~September 30, 2025 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, 2024 audited financial statements. The results of operations for the periods ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024 are not necessarily indicative of the operating results for the full years.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31, year-end.

Use of Estimates in Preparing Financial Statements

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. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, inventory valuation allowances, allowance for doubtful receivables and valuations of equity-based payments.

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.

Page 78

OMNITEK ENGINEERING CORP.Notes to Financial StatementsJune 30, 2025(unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

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. ~~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~~risks transfer (i.e., the performance obligation has been satisfied). ~~Control~~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.

Disaggregation of Revenue

The following ~~table~~tables ~~presents~~present Omnitek’s revenues disaggregated by region and product type:

		For the three months ended June 30, 2025			For the three months ended June 30, 2024
		For the three-month period ended September 30, 2025			For the three-month period ended September 30, 2024
Segments		Products	Total			Products		Total
		Consumer			Consumer
Domestic	$	62,179	62,179	$		105,493		105,493
Segments		Products	Total		Products		Total
International		543,228	543,228			161,478		161,478
Domestic	$	94,293	94,293	$	90,324		90,324
	$	605,407	605,407	$		266,971		266,971
International		202,320	202,320		187,041		187,041
Filters	$	200,716	200,716	$		139,909		139,909
	$	296,613	296,613	$	277,365		277,365
Components		404,691	404,691			127,062		127,062
Filters	$	219,433	219,433	$	161,877		161,877
Engineering Services		-	-			-		-
Components		77,180	77,180		115,488		115,488
	$	~~605~~296,~~407~~613	~~605~~296,~~407~~613	$	277,365	~~266,971~~	277,365	~~266,971~~

The following table presents Omnitek’s revenues disaggregated by region and product type:

		For the nine-month period ended September 30, 2025			For the nine-month period ended September 30, 2024
		Consumer			Consumer
Segments		Products	Total		Products	Total
Domestic	$	267,730	267,730	$	276,225	276,225
International		994,035	994,035		505,187	505,187
	$	1,261,765	1,261,765	$	781,412	781,412

Filters	$	580,242	580,242	$	370,173	370,173
Components		681,523	681,523		411,239	411,239
Engineering Services		-	-		-	-
	$	1,261,765	1,261,765	$	781,412	781,412

		For the six months ended June 30, 2025			For the six months ended June 30, 2024
Segments		Products	Total		Products	Total
Domestic	$	174,212	174,212	$	185,901	185,901
International		790,941	790,941		318,146	318,146
	$	965,153	965,153	$	504,047	504,047
Filters	$	360,809	360,809	$	208,296	208,296
Components		604,344	604,344		295,751	295,751
Engineering Services		-	-		-	-
	$	965,153	965,153	$	504,047	504,047

Page 9

Page 8

OMNITEK ENGINEERING CORP.Notes to Financial StatementsJune 30, 2025(unaudited)

NOTE 3 – 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:

Location : Vista, CA		June 30,		December 31,
Location: Vista, CA		September 30,		December 31,
		2025		2024
Raw materials	$	~~812~~800,~~397~~715	$	841,054
Finished goods		~~539~~544,~~581~~898		434,611
Total	$	1,~~351~~345,~~978~~613	$	1,275,665
Allowance for obsolete inventory
Opening allowance for obsolete inventory		1,008,049		922,878
Opening allowance		1,008,049		922,878
Allowance (Reversal) for the year		18,184		85,171
Allowance (Reversal) for the Year		18,068		85,171
Closing allowance		1,026,233		1,008,049
Closing allowance		1,026,117		1,008,049
Total	$	319,380	$	267,616
Total	$	325,861	$	267,616

The Company has established an allowance for obsolete inventory. Expense for obsolete inventory was $18,~~068~~184 and $85,171, for the periods ended ~~June~~September 30, 2025, and December 31, 2024, respectively.

Property and Equipment

Property and equipment at ~~June~~September 30, 2025 and December 31, 2024 consisted of the following:

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Production/Office equipment	$	74,792	$	74,792
Leasehold Improvements		4,689		4,689
Less: accumulated depreciation		(7273,~~737~~701)		(70,808)
Total	$	65,~~744~~780	$	8,673

Depreciation expense for the periods ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024 was $12,~~928~~893 and $12,~~401~~365 respectively.

Leases

ASC 842 supersedes the lease requirements in ASC 840 “Leases” and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For ROU assets, the Company has elected to account for non-lease components as part of the lease.

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

Page 910

OMNITEK ENGINEERING CORP.Notes to Financial StatementsJune 30, 2025(unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.

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.

Basic and Diluted Earnings (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 1,900,000 and 2,340,000 stock options ~~and warrants~~ that would have been included in the fully diluted earnings per share as of ~~June~~September 30, 2025 and ~~June~~September 30, 2024, 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 ~~June~~September 30, 2025 and December 31, 2024 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.

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1 – Quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 – Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

Page 1011

OMNITEK ENGINEERING CORP.Notes to Financial StatementsJune 30, 2025(unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-based Compensation

Liquidity and Going Concern

Historically, the Company has incurred net losses and negative cash flows from operations. As of ~~June~~September 30, 2025, the Company had an accumulated deficit of $21,~~928~~786,~~291~~515 and total stockholders’ deficit of $1,~~244~~102,~~489~~360. At ~~June~~September 30, 2025, the Company had current assets of $~~712~~719,~~376~~492 including cash of $3239,~~636~~241, and current liabilities of $1,~~921~~750,~~481~~107, resulting in negative working capital of $1,~~209~~030,~~105~~615. For the ~~six~~nine months ended ~~June~~September 30, 2025, the Company reported net income of $99240,~~193~~968 and net cash used in operating activities of $~~128~~137,~~809~~204. Management believes that based on its operating plan, the projected sales for 2025, 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.

Segment Reporting

The Company applies ASC 280, Segment Reporting, in determining reportable segments for its financial statement disclosure. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer (“CEO”). The Company has determined that it operates as a single operating segment and has one reportable segment.

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.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which amends the disclosure to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual and interim basis for to enable investors to develop more decision-useful financial analyses. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods and interim period beginning after December 15, 2023 and December 15, 2024 respectively. The Company is currently assessing potential impacts of ASU 2023-06 and does not expect the adoption of this guidance will have a material impact on its financial statements and disclosures.

Page 1112

OMNITEK ENGINEERING CORP.Notes to Financial StatementsJune 30, 2025(unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

In December 2023, the FASB issued ASU 2023-09," Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which amends the disclosure to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently assessing potential impacts of ASU 2023-09 and does not expect the adoption of this guidance will have a material impact on its financial statements and disclosures and the Company is in a loss position and not incurring any tax expenses.

NOTE 4 – 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. For the periods ended ~~June~~September 30, 2025 and December 31, 2024, the balance due under customer deposits was $~~598~~540,~~327~~683 and $845,272, respectively.

NOTE 5 – OPERATING LEASE

The Company’s ~~leases~~lease ~~consist~~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 $139,~~514~~988 per month and monthly operating expenses during the term of the lease, subject to adjustment under the lease, is $1,175 per month.

During the quarter ended ~~June~~September 30, 2025, cash paid for amounts included in the measurement of operating lease liabilities was $44,067 and the Company recorded operating lease expenses included in operating expenses of $37,290.

Future minimum payments for monthly base rent due under the initial lease term are currently estimated to be as follows:

Years ending December 31,
2025 (remaining)	$8844,~~134~~067
2026	88,134
Total lease payments	$~~176~~132,~~268~~201
Less: Imputed interest	(42,~~627~~681)
Total lease liability	~~171~~129,~~641~~520
Less: current lease liability	(~~171~~129,~~641~~520)
Long-term lease liability	$~~0.00~~-
Weighted average discount rate:
Operating leases	4.94%

Page 1213

OMNITEK ENGINEERING CORP.Notes to Financial StatementsJune 30, 2025(unaudited)

NOTE 6 - 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 ~~June~~September 30, 2025 and December 31, 2024, the Company owed related parties for such goods and services in the amounts of $~~140~~38,~~516~~502 and $139,834, respectively.

Accounts Receivable – Related Parties

As of ~~June~~September 30, 2025, and December 31, 2024, the Company was owed $1318,~~089~~167 and $3,088, respectively, by an entity controlled by the Company’s CEO for the purchase of products and services.

Accrued Management Compensation

For the periods ended ~~June~~September 30, 2025 and December 31, 2024, the Company’s president was due amounts for accrued employment compensation.

As of ~~June~~September 30, 2025, and December 31, 2024, the accrued amounts consisted of the following:

	June 30,			December 31,
	September 30, 2025				December 31, 2024
	2025			2024
Amounts due to the president		$	639,196			$	636,311
Amounts due to the president	$	635,734		$	636,311
Total		$	639,196			$	636,311
Total	$	635,734		$	636,311

NOTE 7 – NOTES PAYABLE - RELATED ~~PARTY~~PARTIES

Convertible Notes – Related Parties

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 was 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. On December 4, 2024 the note was extended until December 4, 2025. 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 ~~June~~September 30, 2025.

As of ~~June~~September 30, 2025, and December 31, 2024, Convertible Notes – Related Party consisted of the following:

	June 30, 2025			December 31, 2024
	September 30, 2025				December 31, 2024
Convertible Note payable, related parties	$	10,000		$	10,000
Convertible Notes payable, related parties		$	10,000			$	10,000
Less current portion		~~(10,000)~~	(10,000)	$	~~(10,000)~~		(10,000)
Total	$	-$	-	$	-		-

Page 1314

OMNITEK ENGINEERING CORP.Notes to Financial StatementsJune 30, 2025(unaudited)

NOTE 7 – NOTES PAYABLE - RELATED PARTY (Continued)

Notes Payable – Related Party

On March 23, 2023, the Company issued a Working Capital Promissory Note (the : Working Capital Note”), in favor of its CEO (the “Lender”), evidencing the additional loans to the Company by the CEO, with an Initial Principal Balance of $20,000, and to evidence any future additional advances and loans by the CEO to the Company.. Pursuant to the terms of the Working Capital 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, 2026, (the “Maturity Date”). The principal amount of the Working Capital Note shall be increased by the amount of any additional advances 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 September 15, 2023, the Company and the CEO (Lender) agreed that the unpaid principal balance of $15,000 payable under a June 4, 2021 promissory note payable to the CEO would be transferred to and become part of the Working Capital Note. Additionally, on June 4, 2023, the Company and the CEO (Lender) agreed that the unpaid principal balance of $7,940 payable under a January 19, 2017 promissory note payable to the CEO would be transferred to and become part of the Working Capital Note. On March 22, 2024 the Maturity Date of the Working Capital Promissory Note was extended to March 23, 2026. As of ~~June~~September 30, 2025, the principal balance and accrued interest due under the Working Capital Note was $~~101~~116,940 and $35,~~366~~489.

As of ~~June~~September 30, 2025, and December 31, 2024, Note Payable – Related Party consisted of the following:

		June 30,			December 31,
	September 30, 2025					December 31, 2024
		2025			2024
Note payable, related party			$	116,940		$	44,940
Note payable, related party	$	101,940		$	44,940
Total			$	116,940		$	44,940
Total	$	101,940		$	44,940

Page 15

NOTE 8 – DEBT

Loans payable – SBA Economic Injury Disaster Loan

On April 21, 2020, the Company obtained a loan (the “SBA EIDL Loan”) under the 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 ~~June~~September 30, 2025, accrued interest was $54,~~743~~717. 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 ~~June~~September 30, 2025 and December 31, 2024 Debt consisted of the following:

	June 30,		December 31,
	September 30, 2025		December 31, 2025
	2025		2024
Loan payable – SBA EIDL	$	199,000	$	199,000
Less current portion		-		-
Total	$	199,000	$	199,000

~~Page~~NOTE 149 - STOCKHOLDERS’ DEFICIT

OMNITEK ENGINEERING CORP.Notes to Financial StatementsJune 30, 2025(unaudited)

NOTE 9 – STOCKHOLDERS’ DEFICIT

Options and Warrants

The Company has no warrants outstanding.

On January 10, 2025 and January 14, 2025, 290,000 and 300,000 options expired. During the ~~six~~nine months ended ~~June~~September 30, 2025, and ~~June~~September 30, 2024, the Company granted 150,000 and 450,000 options for services, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2025, and ~~June~~September 30, 2024, the Company recognized expense of $34,~~782~~135 and $45,~~657~~010 respectively, for options that vested during the periods pursuant to ASC Topic 718. As of ~~June~~September 30, 2025, the total remaining amount of compensation expense to be recognized in future periods is $~~1,174~~821.

On April 24, 2025, in consideration for their services as independent directors, the Company granted to each of Messrs. Gary S. Maier and John M. Palumbo, a Non-Qualified Stock Option pursuant to the 2017 Long-Term Incentive Plan to purchase 50,000 shares of common stock at an exercise price of $0.02, representing 100% of the closing price of the common stock of the Corporation as of April 24, 2025. Said Options shall vest and be exercisable immediately and shall be exercisable for a period of seven years from the date of grant.

Also on April 24, 2025, the Company granted to Werner Funk, President and CEO, a Non-qualified Stock Option pursuant to the 2017 Long-Term Incentive Plan, to purchase 50,000 shares of common stock at any exercise price of $0.022, representing 110% of the closing price of the common stock of the Corporation as of April 24, 2025. Said Options shall vest and be exercisable immediately and shall be exercisable for a period of seven years from the date of grant.

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 ~~June~~September 30, 2025, all options issued under the 2015 plan had expired.

OnPage 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, 2025 the Company had a total of 1,750,000 options issued under the 2017 Plan. During the quarter ended June 30, 2025, the Company issued 150,000 options. 16

NOTE 9 - STOCKHOLDERS’ DEFICIT (Continued)

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 September30, 2025 the Company had a total of 1,750,000 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.

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

	June 30, 2025	June 30, 2024
	September 30,	September 30,
	2025	2024
Expected volatility	215%	210%
Expected dividends	0%	0%
Expected term	7 Years	7 Years
Risk-free interest rate	4.11%	4.66%

~~Page~~A 15summary of the status of the options granted at September 30, 2025, and December 31, 2024, and changes during the periods then ended is presented below:

OMNITEK ENGINEERING CORP.Notes to Financial StatementsJune 30, 2025(unaudited)

	September 30, 2025			December 31, 2024
			Weighted-Average			Weighted-Average
	Options		Exercise Price	Options		Exercise Price
Outstanding at beginning of year	2,340,000	$	0.06	2,745,556	$	0.11
Granted	150,000		0.02	450,000		0.02
Exercised	0		-	-		-
Expired or cancelled	(590,000)		0.07	(855,556)		0.18
Outstanding at end of period	1,900,000		0.05	2,340,000		0.06
Exercisable	1,741,667	$	0.06	2,106,667		0.07

~~NOTE~~A 9summary ~~– STOCKHOLDERS’~~of ~~DEFICIT~~the ~~(Continued)~~status of the options outstanding at September 30, 2025 is presented below:

A summary of the status of the options granted at June 30, 2025, and December 31, 2024, and changes during the periods then ended is presented below:

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

$0.01-1.00	1,900,000	3.22 years	1,741,667	0.06

	June 30, 2025			December 31, 2024
		Weighted-Average			Weighted-Average
	Shares	Exercise Price		Shares	Exercise Price
Outstanding at beginning of year	2,340,000	$	0.06	2,745,556	$	0.11
Granted	150,000		0.02	450,000		0.02
Exercised	-		-	-		-
Expired or cancelled	(590,000)		0.07	(855,556)		0.18
Outstanding at end of period	1,900,000		0.06	2,340,000		0.06
Exercisable	1,716,667		0.07	2,106,667	$	0.07

Page 17

ANOTE ~~summary~~10 of– CONTINGENT ~~the status of the options and warrants outstanding at June 30, 2025 is presented below:~~LIABILITY

Range of Exercise Prices		Number Outstanding		Weighted-Average Remaining Contractual Life		Number Exercisable		Weighted-Average Exercise Price
$0.01-1.00		1,900,000		3.47 years		1,716,667		0.07

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. As of the time of this report there are no material developments. The trial date is set for December 8, 2025.

~~NOTE~~We 10are -not ~~SUBSEQUENT~~a ~~EVENTS~~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 11 - SUBSEQUENT EVENTS

None

Page 1618

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 ~~months~~period ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024

Revenues were $~~605~~296,~~407~~613 for the three-month ~~months~~ period ended ~~June~~September 30, 2025 compared with $~~266~~277,~~971~~365 for the ~~three~~same ~~months~~ period ~~ended~~the ~~June~~prior 30year, ~~2024,~~ an increase of $~~338~~19,~~436~~248. orThe ~~56%.~~increase in revenues for the period is primarily attributable to product mix.

~~Total~~Cost ~~cost~~ of ~~goods~~sales ~~sold~~ was $~~383~~132,~~656~~052 for the three-month ~~months~~ period ended ~~June~~September 30, 2025 compared with $156,~~170~~074 for the ~~three~~same ~~months~~ period ~~ended~~the ~~June~~prior 30year, ~~2024,~~a andecrease ~~increase~~ of $~~227~~24,~~486~~022. ~~Gross~~Our gross margin ~~as a~~ percentage ~~of sales~~ was 3755% for the three-month ~~months~~ period ended ~~June~~September 30, 2025, compared with 4244% ~~for~~in the ~~three~~same ~~months~~ period ~~ended~~a ~~June~~year ~~30, 2024~~earlier.

Operating expenses for the three-month ~~months~~ period ended ~~June~~September 30, 2025 were $~~167~~145,~~855~~511 compared with $~~175~~149,~~546~~694 ~~for~~in the ~~three~~same ~~months~~ period a ~~ended~~year ~~June 30~~ago, ~~2024,~~ a decrease of $74,~~691~~183. General and administrative expense for the three-month ~~months~~ period ended ~~June~~September 30, 2025 was $~~149~~127,~~895~~526 compared with $~~156~~131,~~953~~072 for the ~~three~~same ~~months~~ period ~~ended~~the ~~June~~prior ~~30, 2024~~year. Major components of general and administrative expenses for the three-month ~~months~~ period ended ~~June~~September 30, 2025 were professional fees of $3721,~~998~~053, rent expense of $10,430, and salaries and wages of $5148,~~979~~862. This compares with professional fees of $3914,~~922~~588, rent expense of $10,~~825~~695 and salaries and wages of $5756,~~103~~951 for the ~~three~~same ~~months~~prior-year period ~~ended June 30, 2024~~. For the three-month ~~months~~ period ended ~~June~~September 30, 2025 research and development ~~outlays~~expense ~~were~~was $1617,~~996~~021 compared with $17,~~629~~658 for the ~~three~~same ~~months~~ period last ~~ended June 30, 2024~~year.

Our net income for the three-month ~~months~~ period ended ~~June~~September 30, 2025 was $~~125~~141,~~853~~776, or $0.01 per share, compared with a net loss of $~~108~~32,~~356~~841, or ($0.00) per share, for the ~~three~~same ~~months~~ period ~~ended~~a ~~June~~year ~~30, 2024~~ago.

Results for the three-month ~~months~~ period ended ~~June~~September 30, 2025 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $~~3,437~~353 and depreciation and amortization of $964. For the ~~three~~same ~~month~~ period ~~ended~~in ~~June~~the ~~30,~~prior ~~2024~~year, non-cash expenses included options and warrants granted in the amount of $~~2,694,~~353 and depreciation and amortization of $964.

Page 1719

For the ~~six~~nine months ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024

~~Revenues~~Our ~~increased~~revenues towere $~~965~~1,~~153~~261,765 for the ~~six~~nine months period ended ~~June~~September 30, 2025, ~~from~~compared with $~~504~~781,~~047~~412 for the ~~six~~same ~~months~~ period ~~ended~~in ~~June~~the ~~30,~~prior ~~2024~~year, an increase of $~~461~~480,~~106~~353 or 9261%. The increase in revenues for the period is primarily attributable to product mix.

~~Total~~Our cost of ~~goods~~sales ~~sold~~ was $~~602~~734,~~434~~485 for the ~~six~~nine months period ended ~~June~~September 30, 2025, ~~and~~compared with $~~309~~465,~~527~~602 ~~for~~a ~~the~~year ~~six months period ended June 30~~earlier, ~~2024,~~ an increase of $~~292~~268,~~907~~883. ~~Gross~~Our gross margin ~~as a percentage of sales~~ was 3842% for the ~~six~~nine months ~~period~~ ended ~~June~~September 30, 2025, ~~and~~compared 39with 40% ~~for~~last ~~the six months period ended June 30, 2024~~year.

Our operating expenses for the ~~six~~nine months period ended ~~June~~September 30, 2025 were $~~319~~483,~~579~~489 compared towith $~~320~~507,~~498~~839 for the ~~six~~same ~~months~~ period ~~ended~~in ~~June~~the ~~30,~~prior ~~2024~~year, a decrease of $~~919~~24,350 or 5%. General and administrative expense for the ~~six~~nine months ~~period~~ ended ~~June~~September 30, 2025 ~~were~~was $~~282~~428,~~346~~270 compared with $~~282~~451,~~997~~716 for the ~~six~~same ~~months~~ period in ~~ended June 30,~~ 2024. Major components of general and administrative expenses for the ~~six~~nine months ~~period~~ ended ~~June~~September 30, 2025 were professional fees of $5677,~~916~~968, rent expense of $2131,~~649~~290 and salaries and wages of $~~114~~156,~~133~~701. This compares with professional fees of $5368,~~897~~485, rent expense of ~~$20~~32,~~860~~344, and salaries and wages of $~~107~~171,~~840~~083 for the ~~six~~same ~~months~~ period a ~~ended~~year ~~June 30, 2024~~ago. Research and development ~~outlays~~expense ~~were~~was $3552,~~305~~326 for the ~~six~~nine months ~~period~~ ended ~~June~~September 30, 2025 compared towith $3653,~~100~~758 ~~for~~in ~~the six months period ended June 30,~~ 2024.

Our net income for the ~~six~~nine months period ended ~~June~~September 30, 2025 was $99240,~~193,~~968 or $0.0001 per share, compared towith a net loss of $~~174~~207,~~814~~655, or ($0.01) per share, ~~for~~in the ~~six~~prior ~~months period ended June 30, 2024~~year.

Results for the ~~six~~nine months period ended ~~June~~September 30, 2025 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $34,~~782~~135 and depreciation and amortization of $12,~~928~~893. For the ~~six~~nine-month period ~~ended~~in ~~June~~the 30prior-year, ~~2024,~~ non-cash expenses included the value of options and warrants granted of $45,~~657~~010 and depreciation and amortization of $12,~~401~~365.

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 ~~June~~September 30, 2025, our current liabilities totaled $1,~~921~~750,~~481and~~107 and our current assets totaled $~~712~~719,~~376,~~492 resulting in negative working capital of $1,~~209~~030,~~105~~615.

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 $21,~~928~~786,~~291~~515 at ~~June~~September 30, 2025.

Page 1820

Operating Activities

We realized a negative cash flow from operations of $~~128~~137,~~809~~204 for the ~~six~~nine months period ended ~~June~~September 30, 2025, compared with a negative cash flow of $2926,~~514~~295 during the ~~six~~same ~~months~~ period ~~ended June 30, 2024. Included in~~ the ~~operating~~prior ~~income of $99,193 for the six months period ended June 30, 2025 are non-cash expenses, which are not a drain on our capital resources~~year. During the period, these non-cash expenses include the value of options granted in the amount of $3,782 and depreciation and amortization of $1,928. Additionally, the operating income included general and administrative expenses of $282,346 and research and development expenses of $35,305.

~~Financing~~Included ~~Activities~~in the operating income of $43,791 for the nine-month period ended September 30, 2025 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 $4,135 and depreciation and amortization of $2,893. Additionally, the operating loss included general and administrative expenses of $428,270 and research and development expenses of $52,326.

WeFinancing ~~realized $57,000 positive cash flow from financing activities for the six months period ended June 30, 2025, compared with $0.00 cash flow for the six month period ended June 30, 2024.~~ Activities

~~Investing~~We ~~Activities~~realized a $72,000 positive cash flow from financing activities for the nine months ended September 30, 2025 compared with $0.00 for the same period the prior year.

~~There~~Investing was $0.00 cash flow from investing activities for the six month period ended June 20, 2024 compared with a negative $6,336 cash flow from investing activities for the six month period ended June 30, 2024. Activities

~~Off-Balance~~There ~~Sheet~~was ~~Arrangements~~$0.00 cash flow from investing activities for the nine month period ended September 30, 2025 compared with a negative cash flow of $6,336 for the nine month period ended September 30, 2024.

~~None.~~Off-Balance Sheet Arrangements

~~Critical~~None. ~~Accounting Policies and Estimates~~

Critical Accounting ~~Method~~ Policies and ~~Use of~~ Estimates

~~The~~Accounting ~~Company's~~Method 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~~Use ~~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:Estimates

~~Accounts~~The ~~Receivable~~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:

~~Trade~~Accounts 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 areReceivable

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 Net realizable value or average cost basis. Market value for raw materials is based on replacement costs. 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.

~~Long-lived~~Page ~~assets~~21

~~The Company assesses the recoverability of its long~~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 an impairment has occurred. In the event that an impairment has occurred, the Company recognizes the impairment immediately.

~~Page~~The 19Company 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 an impairment has occurred. In the event that an impairment has occurred, the Company recognizes the impairment immediately.

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. This type of revenue is primarily generated from the sale of finished products 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. Upon fulfilment of the performance obligation, the customer is provided an invoice demonstrating transfer of control to the customer. Control passes FOB shipping point.

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.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which amends the disclosure to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual and interim basis for to enable investors to develop more decision-useful financial analyses. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The Company is currently assessing potential impacts of ASU 2023-06 and does not expect the adoption of this guidance will have a material impact on its financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which amends the disclosure to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently assessing potential impacts of ASU 2023-09 and does not expect the adoption of this guidance will have a material impact on its financial statements and disclosures and the Company is in a loss position and not incurring any tax expenses.

Page 22

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.

Page 20

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.

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 June 30, 2025. The material weakness, which relates to internal control over financial reporting, that was identified is: due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

Changes in Internal Controls

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~June~~September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Page 2123

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

We are not a party to any other pending legal proceeding. No federal, state, or local governmental agency is presently contemplating any ~~proceedings~~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

~~Also~~ITEM on April 24, 2025, the Company granted to Werner Funk, President and CEO, a Non-qualified Stock Option pursuant to the 2017 Long-Term Incentive Plan, to purchase 50,000 shares of common stock at any exercise price of $03.~~022,~~ DEFAULTS ~~representing~~UPON ~~110%~~SENIOR of the closing price of the common stock of the Corporation as of April 24, 2025. Said Options shall vest and be exercisable immediately and shall be exercisable for a period of seven years from the date of grant.SECURITIES

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.None

ITEM 34.~~DEFAULTS~~ ~~UPON~~MINE ~~SENIOR~~SAFETY ~~SECURITIES~~ DISCLOSURES

~~None~~Not applicable

ITEM 45. ~~MINE~~OTHER ~~SAFETY DISCLOSURES.~~ INFORMATION

~~Not applicable~~None

~~Page~~Subsequent 22Events

~~ITEM 5.OTHER INFORMATION~~None

~~None~~Page 24

Subsequent Events

None

Page 23

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~~September 30, 2025 and the audited balance sheet as of December 31, 2024, the condensed unaudited Statements of Operations for the ~~three~~quarter and ~~six~~ nine-month periods ended ~~June~~September 30, 2025 and ~~June 30,~~ 2024, the condensed unaudited Statements of Cash Flows for the ~~six~~ nine-month periods ended ~~June~~September 30, 2025 and ~~June 30,~~ 2024, and the condensed unaudited Statements of Stockholders’ Deficit as of ~~June~~September 30, 2025 and ~~June 30,~~ 2024, 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)
10.1		Werner Funk Employment Agreement dated May 3, 2024 (3)
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 ~~June~~September 30, 2025 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 10 on April 27, 2010

(2)Previously filed on Form 8-K on August 2, 2012

(3)Previously filed on Form 8-K on May 9, 2024

(4)Filed herewith.

Page 24

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, 2025	/s/ Werner Funk
Dated: November 18, 2025		/s/ Werner Funk
	~~By: Werner Funk~~	By: Werner Funk
	~~Its: Chief Executive Officer Principal Executive Officer~~	Its: Chief Executive Officer Principal Executive Officer
Dated: August 19, 2025	/s/ Werner Funk
Dated: November 18, 2025		/s/ Werner Funk
	By: Werner Funk
		By: Werner Funk Its: Chief Executive Officer Principal Executive Officer
	Its: Chief Financial Officer
	Principal Financial Officer

Page 25

Filing Compare · Omnitek Engineering Corp