10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: SEPTEMBER 30, 2015

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 x   No o

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 (§ 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 x   No o

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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

As of November 12, 2015, the Registrant had 19,981,082 shares of its no par value Common Stock outstanding.

TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION		Page
Item 1. Financial Statements		1
	Condensed Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014	1
	Condensed Statements of Operations for the three months ended September 30, 2015 and September 30, 2014 (unaudited), and for the nine months ended September 30, 2015 and September 30, 2014 (unaudited)	2
	Condensed Statements of Cash Flows for the nine months ended September 30, 2015 and September 30, 2014 (unaudited)	3
	Notes to the Condensed Financial Statements	4
Item 2. Management’s Discussion and Analysis of the Financial Condition and Results of Operations		9
Item 3. Quantitative and Qualitative Disclosures about Market Risk		13
Item 4. Controls and Procedures		13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		13
Item 1A. Risk Factors		13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3. Defaults Upon Senior Securities		14
Item 5. Other Information		14
Item 6. Exhibits		14

ii

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASSETS
	September 30,				December 31,
	2015				2014
	(unaudited)
CURRENT ASSETS
Cash		$	205,711			$	498,782
Accounts receivable, net			49,757				56,059
Accounts receivable - related parties			20,475				15,092
Inventory, net			2,205,336				2,333,781
Prepaid expense			6,050				4,200
Deposits			38,552				92,779
Total Current Assets			2,525,881				3,000,693
FIXED ASSETS, net			66,542				88,715
OTHER ASSETS
Intellectual property, net			467				1,345
Other noncurrent assets			-				14,280
Total Other Assets			467				15,625
TOTAL ASSETS		$	2,592,890			$	3,105,033
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	142,288			$	84,385
Accrued management compensation			156,375				102,096
Accounts payable - related parties			18,868				3,600
Customer deposits			205,270				345,844
Total Current Liabilities			522,801				535,925
Total Liabilities			522,801				535,925
STOCKHOLDERS' EQUITY
Common stock, 125,000,000 shares authorized no par value
19,981,082 and 19,759,582 shares issued and outstanding,
respectively			8,291,411				8,289,911
Additional paid-in capital			11,298,397				11,121,502
Accumulated deficit			(17,519,719	)			(16,842,305	)
Total Stockholders' Equity			2,070,089				2,569,108
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	2,592,890			$	3,105,033

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

Page 1

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			September 30			September 30			September 30
	2015			2014			2015			2014
REVENUES	$	438,178		$	449,477		$	1,480,063		$	1,072,237
COST OF GOODS SOLD		245,419			247,525			766,067			639,588
GROSS MARGIN		192,759			201,952			713,996			432,649
OPERATING EXPENSES
General and administrative		385,209			559,013			1,133,102			1,436,716
Research and development expense		71,962			192,321			238,201			431,480
Depreciation and amortization expense		7,526			11,898			23,050			41,701
Total Operating Expenses		464,697			763,232			1,394,353			1,909,897
LOSS FROM OPERATIONS		(271,938	)		(561,280	)		(680,357	)		(1,477,248	)
OTHER INCOME (EXPENSE)
Investment income, net		-			-			3,934			12,921
Interest expense		(40	)		-			(212	)		-
Interest income		6			18,923			21			45,456
Total Other Income (Expense)		(34	)		18,923			3,743			58,377
LOSS BEFORE INCOME TAXES		(271,972	)		(542,357	)		(676,614	)		(1,418,871	)
INCOME TAX EXPENSE		-			-			800			800
NET LOSS	$	(271,972	)	$	(542,357	)	$	(677,414	)	$	(1,419,671	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.01	)	$	(0.03	)	$	(0.03	)	$	(0.07	)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING -
BASIC AND DILUTED		19,981,082			19,768,520			19,980,934			19,768,520

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

Page 2

OMNITEK ENGINEERING CORP. Condensed Statements of Cash Flows (unaudited)
	For the Nine Months Ended September 30, 2015			For the Nine Months Ended September 30, 2014
OPERATING ACTIVITIES
Net loss	$	(677,414	)	$	(1,419,671	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization and depreciation expense		23,051			24,553
Amortization of premium on investments		-			17,248
Fair value of options and warrants vested		176,895			267,567
Common stock issued for services		1,500			-
Changes in operating assets and liabilities:
Accounts receivable		6,302			(35,222	)
Accounts receivable–related parties		(5,383	)		23,906
Deposits		68,507			(33,608	)
Prepaid Expense		(1,850	)		17,278
Inventory		128,445			(225,845	)
Accounts payable and accrued expenses		57,904			54,881
Customer deposits		(140,574	)		53,195
Accounts payable-related parties		15,267			854
Accrued management compensation		54,279			(70,519	)
Net Cash Used in Operating Activities		(293,071	)		(1,325,384	)
INVESTING ACTIVITIES
Maturity of short-term investments		-			900,000
Purchase of property and equipment		-			(1,459	)
Net Cash Provided by Investing Activities		-			898,541
FINANCING ACTIVITIES
Exercise of warrants and options for cash		-			13,600
Net Cash Provided by Financing Activities		-			13,600
NET DECREASE IN CASH		(293,071	)		(413,244	)
CASH AT BEGINNING OF YEAR		498,782			1,057,836
CASH AT END OF PERIOD	$	205,711		$	644,592
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
CASH PAID FOR:
Interest	$	-		$	-
Income taxes	$	800		$	800

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

Page 3

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2015

(unaudited)

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2015 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, 2014 audited financial statements. The results of operations for the periods ended September 30, 2015 and 2014 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.

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.

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:

	September 30,			December 31,
Location : Vista, CA	2015			2014
Raw materials	$	1,089,210		$	1,122,270
Finished goods		1,338,975			1,403,946
In transit		-			46,835
Allowance for obsolete inventory		(222,849	)		(239,270	)
Total	$	2,205,336		$	2,333,781

Page 4

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2015

(unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

Property and equipment at September 30, 2015 and December 31, 2014 consisted of the following:

	September 30,			December 31,
	2015			2014
Production equipment	$	61,960		$	61,960
Computers/Office equipment		28,540			28,540
Tooling equipment		12,380			12,380
Leasehold Improvements		42,451			42,451
Less: accumulated depreciation		(78,789	)		(56,616	)
Total	$	66,542		$	88,715

Depreciation expense for the periods ended September 30, 2015 and 2014 was $22,173 and $23,397, 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 -0- stock options and warrants that would have been included in the fully diluted earnings per share as of September 30, 2015 and December 31, 2014.

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.

At the adoption date of November 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of September 30, 2015 and December 31, 2014 the Company had no accrued interest or penalites 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 2008.

Page 5

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2015

(unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Held to Maturity Investments

During the three months ended June 30, 2012, the Company purchased various corporate bonds and held them to maturity. Accordingly, the Company has recorded and has amortized the premium over the life of the bonds. During the year ended December 31, 2014, the Company received proceeds of $900,000 from bonds that matured during the period. During the nine months ended September 30, 2015 and 2014, the Company had correlating amortization expense of $-0- and $17,248, respectively.

NOTE 3 - 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 December 31, 2014, the Company owned a 15% interest in Omnitek Engineering Thailand Co. Ltd. and a 20% interest in Omnitek Peru S.A.C. As of September 30, 2015 and December 31, 2014, the Company was owed $20,855 and $15,092, respectively, by related parties for the purchase of products and services. Revenue recognized from sales to related parties was $43,476 and $47,695 for the periods ended September 30, 2015 and December 31, 2014, respectively.

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 September 30, 2015 and December 31, 2014, the Company owed related parties for such expenses, goods and services in the amounts of $18,868 and $3,600, respectively.

Accrued Management Expenses

For the periods ended September 30, 2015 and December 31, 2014, the Company’s president and vice president were due amounts for services performed for the Company. As of September 30, 2015 and December 31, 2014 the accrued management fees consisted of the following:

	September 30,			December 31,
	2015			2014
Amounts due to the president		$	124,681		$	78,527
Amounts due to the vice president			31,694			23,569
Total		$	156,375		$	102,096

NOTE 4 – STOCKHOLDERS’ EQUITY

On September 11, 2015, the Company adopted and approved the 2015 Long-Term Incentive Plan (the “Plan”) for directors, officers, employees and consultants of the Company. Pursuant to the Plan, the Company is authorized to issue 2,500,000 shares of the Company’s common stock in the form of Stock Options, Stock Purchase Rights or Restricted Stock Units.

Page 6

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2015

(unaudited)

NOTE 5 - STOCK OPTIONS AND WARRANTS

In April 2007, the Company’s shareholders approved its 2006 Long-Term Incentive Plan (“the 2006 Plan”). Under the 2006 plan, the Company may issue up to 10,000,000 shares of both Incentive Stock Options to employees only and Non-Qualified Stock Options to employees and consultants at its discretion. As of September 30, 2015 the Company has a total of -0- options issued under the plan. 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 Non-Qualified Stock Options to employees and consultants at its discretion. As of September 30, 2015 the Company has a total of 915,000 options issued under the plan. On September 11, 2015 the Board of Directos 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 September 30, 2015 the Company has a total of -0- options issued under the plan. During the nine months ended September 30,2015 and 2014 the Company issued -0- and -0- warrants, respectively.

During the nine months ended September 30, 2015 and 2014, the Company recognized expense of $176,895 and $91,141, 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 $367,774.

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. In applying the Black-Scholes options pricing model to the option and warrant grants, the fair value of our share-based awards granted were estimated using the following assumptions: risk-free rate – 1.89 percent; expected life – seven years; expected dividend yield – 0.00; expected volatility – 75.60 percent.

A summary of the status of the options and warrants granted at September 30, 2015 and December 31, 2014 and changes during the periods then ended is presented below:

	September 30, 2015				December 31, 2014
			Weighted-Average					Weighted-Average
	Shares		Exercise Price		Shares			Exercise Price
Outstanding at beginning of year		3,515,313	$	3.56		6,250,313		$	2.30
Granted		125,000		.96		115,000			1.95
Exercised		-		-		(220,000	)		.40
Expired or cancelled		-		-		(2,630,000	)		.77
Outstanding at end of period		3,640,313		3.45		3,515,313			3.56
Exercisable		3,378,646	$	3.54		3,199,896		$	3.67

Page 7

OMNITEK ENGINEERING CORP.

Notes to Condensed Financial Statements

September 30, 2015

(unaudited)

NOTE 5 - STOCK OPTIONS AND WARRANTS (Continued)

Range of Exercise Prices		Number Outstanding		Weighted-Average Remaining Contractual Life	Number Exercisable		Weighted-Average Exercise Price
$	.076-1.00		75,000	6.84 years		75,000		.85
$	1.01-2.00		215,000	3.39 years		170,000		1.62
$	2.01-3.00		630,000	4.15 years		413,333		2.56
$	3.01-4.00		2,720,313	1.52 years		2,720,313		3.88
$	0.01-4.00		3,640,313	2.20 years		3,378,646	$	3.45

NOTE 6 - SUBSEQUENT EVENTS

On November 3, 2015 the Company granted 100,000 Incentive Stock Options (to the extent allowed) to an employee, under its 2015 Long-Term Incentive Plan. The Options shall vest and be exercisable with regard to one-firty eight (1/48) of the total shares subject to the Option, at the end of each month following the Date of Grant, so that all shares subject to the Options will be fully vested on the fourth anniversary of the Date of Grant.

Page 8

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the 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 September 30, 2015 and 2014

Revenues were $438,178 for the three months ended September 30, 2015 compared with $449,477 for the three months ended September 30, 2014, a decrease of $11,299.

Cost of sales was $245,418 for the three months ended September 30, 2015 compared with $247,525 for the three months ended September 30, 2014, a decrease of $2,107. Our gross margin was 44% for the three months ended September 30, 2015 compared with 45% in the same period in 2014.

Operating expenses for the three months ended September 30, 2015 were $464,697 compared with $763,232 in the same period in 2014, a decrease of $298,535 or 39%. General and administrative expense for the three months ended September 30, 2015 was $385,209 compared with $559,013 for the three months ended September 30, 2014. The decrease was primarily due to options expense of $89,806 for the three months ended September 30, 2015 compared with $176,426 for the three months ended September 30, 2014 and outside services of $19,229 for the three months ended September 30, 2015 compared with $29,884, for the three months ended September 30, 2014.  Major components of general and administrative expenses for the three months ended September 30, 2015 were professional fees of $13,221, rent expense of $42,068, and salary and wages of $122,106. This compares to professional fees of $23,016, rent expense of $48,320 and salaries and wages of $125,677 for the three months ended September 30, 2014.  For the three months ended September 30, 2015 research and development outlays were decreased to $71,963 compared with $192,321 for the three months ended September 30, 2014.

Our net loss for the three months ended September 30, 2015 was $271,972, or $0.01 per share, compared with a net loss of $542,357, or $0.03 per share, for the three months ended September 30, 2014.  Additionally, operating loss for the three months ended September 30, 2015 was $271,938 compared with $561,280 for the three months ended September 30, 2014.  The decreased operating loss was primarily due to lower research and development costs during the three months ended September 30, 2015 over the same period a year earlier.

Results for the three months ended September 30, 2015 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $89,806 and depreciation and amortization of $7,526.  For the three month period a year earlier non-cash expenses included options and warrants granted in the amount of $176,426 and depreciation and amortization of $11,898.

Page 9

For the nine months ended September 30, 2015 and 2014

Revenues increased to $1,480,063 for the nine months ended September 30, 2015 from $1,072,237 for the nine months ended September 30, 2014, an increase of $407,826 or 38%, which was primarily due to increased revenue from drop-in engines and conversion kit shipments.

Cost of sales increased to $766,067 for the nine months ended September 30, 2015 from $639,588 for the nine months ended September 30, 2014, an increase of $126,479. Our gross margin was 48% for the nine months ended September 30, 2015 compared with 40% in 2014. The increase in gross margin was primarily related to increased sales of conversion kits.

Our operating expenses for the nine months ended September 30, 2015 were $1,394,353 compared with $1,909,897 in 2014, a decrease of $515,544 or 27%. General and administrative expense for the nine months ended September 30, 2015 was $1,133,102 compared with $1,436,716 for the nine months ended September 30, 2014. The decrease was due primarily to options expense of $176,895 for the nine months ended September 30, 2015 compared with $267,567 for the nine months ended September 30, 2014 and outside services of $40,135 for the nine months ended September 30, 2015 compared with $85,158 for the nine months ended September 30, 2014. Major components of general and administrative expenses for the nine months ended September 30, 2015 were professional fees of $73,008, rent expense of $117,051 and salary and wages of $387,592. This compares to professional fees of $111,141, rent expense of $130,304, and salary and wages of $396,135 for the nine months ended September 30, 2014. Research and development outlays were decreased to $238,201 for the nine months ended September 30, 2015 compared with $431,480 for the nine months ended September 30, 2014.

Our net loss for the nine months ended September 30, 2015 was $677,414, or $0.03 per share, compared with a net loss of $1,419,671, or $0.07 per share, for the nine months ended September 30, 2014. Additionally, operating loss for the nine months ended September 30, 2015 was $680,357 compared with $1,477,248 for the nine months ended September 30, 2014.  The decreased operating loss was primarily due to decreased operating expense and research and development expense in the nine months ended September 30, 2015 over the same period a year earlier.

Results for the nine months ended September 30, 2015 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $176,895 and depreciation and amortization of $23,050. For the nine-month period a year earlier, non-cash expenses for the value of options and warrants granted were $267,567, depreciation and amortization of $41,701.

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 September 30, 2015, our current liabilities totaled $522,801 and our current assets totaled $2,525,881, resulting in positive working capital of $2,003,080 and a current ratio of 4.83.

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.

Page 10

We have historically incurred significant losses, which have resulted in a total accumulated deficit of $17,519,719 at September 30, 2015, 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.

Operating Activities

We realized a negative cash flow from operations of $293,071 for the nine months ended September 30, 2015 compared with a negative cash flow of $1,325,384 during the nine months ended September 30, 2014.

Included in the operating loss of $677,414 for the nine months ended September 30, 2015 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 $176,895 and depreciation and amortization of $23,051. Excluding these non-cash amounts, our adjusted operating loss for the nine months ended September 30, 2015 is $477,468.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policiesand 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:

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 is stated at the lower of cost or market. The Company’s inventory consists of finished goods and raw material. 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.

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.

The Company accounts for income taxes in accordance with Accounting Standards Codification 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

The Company uses historical experience to determine the likelihood of realization of deferred tax liabilities and assets.

Revenue Recognition

The Company recognizes revenue from the sale of new natural gas engines and components to convert existing diesel engines to natural gas engines. Revenue is recognized upon shipment of the products, and when collection is reasonably assured.

Accounting for 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.

At the adoption date of November 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of September 30, 2015, 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 2008.

At September 30, 2015, the Company had net operating loss carry forwards of approximately $5,348,732 through 2034. No tax benefit has been reported in the September 30, 2015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

Recently Issued 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.

Page 12

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

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures as of September 30, 2015, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of September 30, 2015, our disclosure controls and procedures were not effective.

Changes in Internal Controls

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2015 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 August 4, 2015, the Company granted to each of John M. Palumbo, Gary S. Maier and George G. Chachas, a non-qualified stock option grant to purchase twenty-five thousand (25,000) shares of the Company’s common stock each at an exercise price of $0.85 per share representing one hundred percent (100%) of the closing price of the Company’s common stock as of August 3, 2015. Such Options shall be exercisable for a period of seven years. The Option shall vest and be exercisable immediately. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The individuals receiving the options were 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.

Page 13

Subsequent to the period covered by this report, on October 2, 2015, the company granted a non-qualified stock option grant to a Contractor, to purchase up to one hundred fifty thousand (150,000) shares of the Company’s common stock at an exercise price of $0.78 per share, representing the average closing price of the common stock on the prior five trading days of October 2, 2015. The options shall vest and become exercisable at such time as 200 engine conversions have been completed from such fleets or customers, which conversion sales were facilitated by or through Contractor. The options shall be exercisable for a period of five (5) years from the date of grant. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(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.

Subsequent to the period covered by this report, on November 3, 2015 the Company granted 100,000 Incentive Stock Options (to the extent allowed) to an employee, under its 2015 Long-Term Incentive Plan. The Options shall vest and be exercisable with regard to one-firty eight (1/48) of the total shares subject to the Option, at the end of each month following the Date of Grant, so that all shares subject to the Options will be fully vested on the fourth anniversary of the Date of Grant.  No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(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.No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(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

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Documents filed as part of this Report.

1. Financial Statements. The condensed unaudited Balance Sheet of Omnitek Engineering Corp. as of September 30, 2015 and the audited balance sheet as of December 31, 2014, the condensed unaudited Statements of Operations for the three months and nine-month periods ended September 30, 2015 and 2014, and the condensed unaudited Statements of Cash Flows for the nine-month period ended September 30, 2015 and 2014, together with the notes thereto, are included in this Quarterly Report on Form 10-Q.

3. Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation(1)
3.2	Amended and Restated By-Laws Adopted July 12, 2012 (2)
31.1	CEO certification pursuant to Section 302 of The Sarbanes – Oxley Act of 2002 (3)
31.2	CFO certification pursuant to Section 302 of The Sarbanes – Oxley Act of 2002 (3)
32.1	CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended S, 2011 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 14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Omnitek Engineering Corp.
Dated: November 12, 2015
		By: Werner Funk
		Its: Chief Executive Officer Principal Executive Officer

Dated: November 12, 2015	/s/ Richard L. Miller
	By: Richard L. Miller
	Its: Chief Financial Officer Principal Financial Officer

Page 15

EX-31.01

Exhibit 31.01

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

I, Werner Funk, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: November 12, 2015
	By: Werner Funk
	Its: President and Secretary

EX-31.02

Exhibit 31.02

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

I, Richard L. Miller, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: November 12, 2015	/s/ Richard L. Miller
	By: Richard L. Miller
	Its: Chief Financial Officer

EX-32

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Omnitek Engineering Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Werner Funk, Chief Executive Officer and I, Richard L. Miller, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)          The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: November 12, 2015
	By: Werner Funk
	Its: Chief Executive Officer President and Secretary

Dated: November 12, 2015	/s/ Richard L. Miller
	By: Richard L. Miller
	Its: Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Note 4 - Stockholders' Equity (Details)	Sep. 11, 2015 shares
2015 Long-Term Incentive Plan
Number of Shares Authorized	2,500,000

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Note 4 - Stockholders' Equity

9 Months Ended

Sep. 30, 2015

Notes

Note 4 - Stockholders' Equity

NOTE 4 – STOCKHOLDERS’ EQUITY

On September 11, 2015, the Company adopted and approved the 2015 Long-Term Incentive Plan (the “Plan”) for directors, officers, employees and consultants of the Company. Pursuant to the Plan, the Company is authorized to issue 2,500,000 shares of the Company’s common stock in the form of Stock Options, Stock Purchase Rights or Restricted Stock Units.

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Note 6 - Subsequent Events (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Granted	125,000	115,000
Subsequent Event | 2015 Long-Term Incentive Plan
Granted	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights	The Options shall vest and be exercisable with regard to one-forty eight (1/48) of the total shares subject to the Option, at the end of each month following the Date of Grant, so that all shares subject to the Options will be fully vested on the fourth anniversary of the Date of Grant.

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Note 5 - Stock Options and Warrants: Summary of the Status of the Options and Warrants Outstanding (Details)	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Number Outstanding | shares	3,640,313
Weighted-Average Remaining Contractual Life	2 years 2 months 12 days
Number Exercisable | shares	3,378,646
Weighted-Average Exercise Price	$ 3.45
$.076 - 1.00
Number Outstanding | shares	75,000
Weighted-Average Remaining Contractual Life	6 years 10 months 2 days
Number Exercisable | shares	75,000
Weighted-Average Exercise Price	$ 0.85
Exercise Price Range, Lower Range Limit	0.076
Exercise Price Range, Upper Range Limit	$ 1.00
$1.01 - 2.00
Number Outstanding | shares	215,000
Weighted-Average Remaining Contractual Life	3 years 4 months 20 days
Number Exercisable | shares	170,000
Weighted-Average Exercise Price	$ 1.62
Exercise Price Range, Lower Range Limit	1.01
Exercise Price Range, Upper Range Limit	$ 2.00
$2.01 - 3.00
Number Outstanding | shares	630,000
Weighted-Average Remaining Contractual Life	4 years 1 month 24 days
Number Exercisable | shares	413,333
Weighted-Average Exercise Price	$ 2.56
Exercise Price Range, Lower Range Limit	2.01
Exercise Price Range, Upper Range Limit	$ 3.00
$3.01 - 4.00
Number Outstanding | shares	2,720,313
Weighted-Average Remaining Contractual Life	1 year 6 months 7 days
Number Exercisable | shares	2,720,313
Weighted-Average Exercise Price	$ 3.88
Exercise Price Range, Lower Range Limit	3.01
Exercise Price Range, Upper Range Limit	$ 4.00

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Note 3 - Related Party Transactions

9 Months Ended

Sep. 30, 2015

Notes

Note 3 - Related Party Transactions

NOTE 3 - 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 December 31, 2014, the Company owned a 15% interest in Omnitek Engineering Thailand Co. Ltd. and a 20% interest in Omnitek Peru S.A.C. As of September 30, 2015 and December 31, 2014, the Company was owed $20,855 and $15,092, respectively, by related parties for the purchase of products and services. Revenue recognized from sales to related parties was $43,476 and $47,695 for the periods ended September 30, 2015 and December 31, 2014, respectively.

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 September 30, 2015 and December 31, 2014, the Company owed related parties for such expenses, goods and services in the amounts of $18,868 and $3,600, respectively.

Accrued Management Expenses

For the periods ended September 30, 2015 and December 31, 2014, the Company’s president and vice president were due amounts for services performed for the Company. As of September 30, 2015 and December 31, 2014 the accrued management fees consisted of the following:

	September 30,	December 31,
	2015	2014
Amounts due to the president	$124,681	$78,527
Amounts due to the vice president	31,694	23,569
Total	$156,375	$102,096

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Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$ 205,711	$ 498,782
Accounts receivable, net	49,757	56,059
Accounts receivable - related parties	20,475	15,092
Inventory, net	2,205,336	2,333,781
Prepaid expense	6,050	4,200
Deposits	38,552	92,779
Total Current Assets	2,525,881	3,000,693
FIXED ASSETS, net	66,542	88,715
OTHER ASSETS
Intellectual property, net	467	1,345
Other noncurrent assets		14,280
Total Other Assets	467	15,625
TOTAL ASSETS	2,592,890	3,105,033
CURRENT LIABILITIES
Accounts payable and accrued expenses	142,288	84,385
Accrued management compensation	156,375	102,096
Accounts payable - related parties	18,868	3,600
Customer deposits	205,270	345,844
Total Current Liabilities	522,801	535,925
Total Liabilities	522,801	535,925
STOCKHOLDERS' EQUITY
Common stock, 125,000,000 shares authorized no par value 19,981,082 and 19,759,582 shares issued and outstanding, respectively	8,291,411	8,289,911
Additional paid-in capital	11,298,397	11,121,502
Accumulated deficit	(17,519,719)	(16,842,305)
Total Stockholders' Equity	2,070,089	2,569,108
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,592,890	$ 3,105,033

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Note 1 - Condensed Financial Statements

9 Months Ended

Sep. 30, 2015

Notes

Note 1 - Condensed Financial Statements

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2015 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, 2014 audited financial statements. The results of operations for the periods ended September 30, 2015 and 2014 are not necessarily indicative of the operating results for the full years.

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Note 2 - Significant Accounting Policies: Held To Maturity Investments (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Details
Proceeds from Maturity of Held-to-Maturity Securities			$ 900,000
Amortization of premium on investments	$ 0	$ 17,248

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Note 3 - Related Party Transactions: Schedule of Accrued Management Fees (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Accrued management compensation	$ 156,375	$ 102,096
President
Accrued management compensation	124,681	78,527
Vice President
Accrued management compensation	$ 31,694	$ 23,569

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Note 2 - Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Notes

Note 2 - Significant Accounting Policies

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.

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.

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:

	September 30,	December 31,
Location : Vista, CA	2015	2014
Raw materials	1,089,210	1,122,270
Finished goods	1,338,975	1,403,946
In transit	-	46,835
Allowance for obsolete inventory	(222,849)	(239,270)
Total	2,205,336	2,333,781

Property and Equipment

Property and equipment at September 30, 2015 and December 31, 2014 consisted of the following:

	September 30,	December 31,
	2015	2014
Production equipment	$61,960	$61,960
Computers/Office equipment	28,540	28,540
Tooling equipment	12,380	12,380
Leasehold Improvements	42,451	42,451
Less: accumulated depreciation	(78,789)	(56,616)
Total	$66,542	$88,715

Depreciation expense for the periods ended September 30, 2015 and 2014 was $22,173 and $23,397, 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 -0- stock options and warrants that would have been included in the fully diluted earnings per share as of September 30, 2015 and December 31, 2014.

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.

At the adoption date of November 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of September 30, 2015 and December 31, 2014 the Company had no accrued interest or penalites 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 2008.

Held to Maturity Investments

During the three months ended June 30, 2012, the Company purchased various corporate bonds and held them to maturity. Accordingly, the Company has recorded and has amortized the premium over the life of the bonds. During the year ended December 31, 2014, the Company received proceeds of $900,000 from bonds that matured during the period. During the nine months ended September 30, 2015 and 2014, the Company had correlating amortization expense of $-0- and $17,248, respectively.

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Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position
Common Stock, par or stated value	$ 0	$ 0
Common Stock, shares authorized	125,000,000	125,000,000
Common Stock, shares issued	19,981,082	19,759,582
Common Stock, shares outstanding	19,981,082	19,759,582

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Note 5 - Stock Options and Warrants: Summary of the Status of the Options and Warrants Outstanding (Tables)

9 Months Ended

Sep. 30, 2015

Tables/Schedules

Summary of the Status of the Options and Warrants Outstanding

Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life	Number Exercisable	Weighted-Average Exercise Price
$.076-1.00	75,000	6.84 years	75,000	.85
$1.01-2.00	215,000	3.39 years	170,000	1.62
$2.01-3.00	630,000	4.15 years	413,333	2.56
$3.01-4.00	2,720,313	1.52 years	2,720,313	3.88
$0.01-4.00	3,640,313	2.20 years	3,378,646	$3.45

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 09, 2015
Document and Entity Information
Entity Registrant Name	Omnitek Engineering Corp.
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Entity Central Index Key	0001404804
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		19,981,082
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Trading Symbol	omtk

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Note 2 - Significant Accounting Policies: Inventory: Schedule of Inventory (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Details
Raw materials	$ 1,089,210	$ 1,122,270
Finished goods	1,338,975	1,403,946
In transit	0	46,835
Allowance for obsolete inventory	(222,849)	(239,270)
Total	$ 2,205,336	$ 2,333,781

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Condensed Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement
REVENUES	$ 438,178	$ 449,477	$ 1,480,063	$ 1,072,237
COST OF GOODS SOLD	245,419	247,525	766,067	639,588
GROSS MARGIN	192,759	201,952	713,996	432,649
OPERATING EXPENSES
General and administrative	385,209	559,013	1,133,102	1,436,716
Research and development expense	71,962	192,321	238,201	431,480
Depreciation and amortization expense	7,526	11,898	23,050	41,701
Total Operating Expenses	464,697	763,232	1,394,353	1,909,897
LOSS FROM OPERATIONS	(271,938)	(561,280)	(680,357)	(1,477,248)
OTHER INCOME (EXPENSE)
Investment income, net			3,934	12,921
Interest expense	(40)		(212)
Interest income	6	18,923	21	45,456
Total Other Income (Expense)	(34)	18,923	3,743	58,377
LOSS BEFORE INCOME TAXES	(271,972)	(542,357)	(676,614)	(1,418,871)
INCOME TAX EXPENSE			800	800
NET LOSS	$ (271,972)	$ (542,357)	$ (677,414)	$ (1,419,671)
BASIC AND DILUTED LOSS PER SHARE	$ (0.01)	$ (0.03)	$ (0.03)	$ (0.07)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -BASIC AND DILUTED	19,981,082	19,768,520	19,980,934	19,768,520

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Note 2 - Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Policies

Use of Estimates

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.

Recent Accounting Pronouncements

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.

Inventory

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:

	September 30,	December 31,
Location : Vista, CA	2015	2014
Raw materials	1,089,210	1,122,270
Finished goods	1,338,975	1,403,946
In transit	-	46,835
Allowance for obsolete inventory	(222,849)	(239,270)
Total	2,205,336	2,333,781

Property and Equipment

Property and Equipment

Property and equipment at September 30, 2015 and December 31, 2014 consisted of the following:

	September 30,	December 31,
	2015	2014
Production equipment	$61,960	$61,960
Computers/Office equipment	28,540	28,540
Tooling equipment	12,380	12,380
Leasehold Improvements	42,451	42,451
Less: accumulated depreciation	(78,789)	(56,616)
Total	$66,542	$88,715

Depreciation expense for the periods ended September 30, 2015 and 2014 was $22,173 and $23,397, respectively.

Basic and Diluted Loss Per Share

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 -0- stock options and warrants that would have been included in the fully diluted earnings per share as of September 30, 2015 and December 31, 2014.

Income Taxes

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.

At the adoption date of November 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of September 30, 2015 and December 31, 2014 the Company had no accrued interest or penalites 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 2008.

Held To Maturity Investments

Held to Maturity Investments

During the three months ended June 30, 2012, the Company purchased various corporate bonds and held them to maturity. Accordingly, the Company has recorded and has amortized the premium over the life of the bonds. During the year ended December 31, 2014, the Company received proceeds of $900,000 from bonds that matured during the period. During the nine months ended September 30, 2015 and 2014, the Company had correlating amortization expense of $-0- and $17,248, respectively.

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Note 6 - Subsequent Events

9 Months Ended

Sep. 30, 2015

Notes

Note 6 - Subsequent Events

NOTE 6 - SUBSEQUENT EVENTS

On November 3, 2015 the Company granted 100,000 Incentive Stock Options (to the extent allowed) to an employee, under its 2015 Long-Term Incentive Plan. The Options shall vest and be exercisable with regard to one-forty eight (1/48) of the total shares subject to the Option, at the end of each month following the Date of Grant, so that all shares subject to the Options will be fully vested on the fourth anniversary of the Date of Grant.

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Note 3 - Related Party Transactions (Details) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Accounts receivable - related parties	$ 20,475		$ 15,092
Revenue from Related Parties	43,476	$ 47,695
Accounts payable - related parties	18,868		3,600
Nology Engineering, Inc.
Accounts payable - related parties	$ 18,868		$ 3,600
Omnitek Engineering Thailand Co. Ltd.
Noncontrolling Interest, Ownership Percentage by Parent			15.00%
Omnitek Peru S.A.C.
Noncontrolling Interest, Ownership Percentage by Parent			20.00%

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Note 2 - Significant Accounting Policies: Property and Equipment: Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Less: accumulated depreciation	$ (78,789)	$ (56,616)
Total	66,542	88,715
Production Equipment
Property, Plant and Equipment, Gross	61,960	61,960
Computer Equipment
Property, Plant and Equipment, Gross	28,540	28,540
Tools, Dies and Molds
Property, Plant and Equipment, Gross	12,380	12,380
Leasehold Improvements
Property, Plant and Equipment, Gross	$ 42,451	$ 42,451

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Note 3 - Related Party Transactions: Schedule of Accrued Management Fees (Tables)

9 Months Ended

Sep. 30, 2015

Tables/Schedules

Schedule of Accrued Management Fees

As of September 30, 2015 and December 31, 2014 the accrued management fees consisted of the following:

	September 30,	December 31,
	2015	2014
Amounts due to the president	$124,681	$78,527
Amounts due to the vice president	31,694	23,569
Total	$156,375	$102,096

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Note 2 - Significant Accounting Policies: Inventory: Schedule of Inventory (Tables)

9 Months Ended

Sep. 30, 2015

Tables/Schedules

Schedule of 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:

	September 30,	December 31,
Location : Vista, CA	2015	2014
Raw materials	1,089,210	1,122,270
Finished goods	1,338,975	1,403,946
In transit	-	46,835
Allowance for obsolete inventory	(222,849)	(239,270)
Total	2,205,336	2,333,781

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Note 2 - Significant Accounting Policies: Property and Equipment: Schedule of Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2015

Tables/Schedules

Schedule of Property and Equipment

Property and equipment at September 30, 2015 and December 31, 2014 consisted of the following:

	September 30,	December 31,
	2015	2014
Production equipment	$61,960	$61,960
Computers/Office equipment	28,540	28,540
Tooling equipment	12,380	12,380
Leasehold Improvements	42,451	42,451
Less: accumulated depreciation	(78,789)	(56,616)
Total	$66,542	$88,715

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Note 5 - Stock Options and Warrants: Schedule of Stock Options and Warrants, Activity (Tables)

9 Months Ended

Sep. 30, 2015

Tables/Schedules

Schedule of Stock Options and Warrants, Activity

A summary of the status of the options and warrants granted at September 30, 2015 and December 31, 2014 and changes during the periods then ended is presented below:

	September 30, 2015		December 31, 2014
		Weighted-Average		Weighted-Average
	Shares	Exercise Price	Shares	Exercise Price
Outstanding at beginning of year	3,515,313	$3.56	6,250,313	$2.30
Granted	125,000	.96	115,000	1.95
Exercised	-	-	(220,000)	.40
Expired or cancelled	-	-	(2,630,000)	.77
Outstanding at end of period	3,640,313	3.45	3,515,313	3.56
Exercisable	3,378,646	$3.54	3,199,896	$3.67

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Note 2 - Significant Accounting Policies: Basic and Diluted Loss Per Share (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Details
Incremental Common Shares Attributable to Dilutive Effect of Options and Warrants	0	0

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Note 5 - Stock Options and Warrants (Details) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Details
Expense recognized for options and warrants vested	$ 176,895	$ 91,141
Remaining compensation expense to be recognized in future periods	$ 367,774
Fair Value Assumptions, Method Used	Black-Scholes options pricing model
Risk Free Interest Rate	1.89%
Expected Life	7 years
Expected Dividend Yield	0.00%
Expected Volatility	75.60%

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Condensed Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
OPERATING ACTIVITIES
Net loss	$ (677,414)	$ (1,419,671)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization and depreciation expense	23,051	24,553
Amortization of premium on investments	0	17,248
Fair value of options and warrants vested	176,895	267,567
Common stock issued for services	1,500
Changes in operating assets and liabilities:
Accounts receivable	6,302	(35,222)
Accounts receivable-related parties	(5,383)	23,906
Deposits	68,507	(33,609)
Prepaid Expense	(1,850)	17,277
Inventory	128,445	(225,845)
Accounts payable and accrued expenses	57,904	54,881
Customer deposits	(140,574)	53,195
Accounts payable-related parties	15,267	854
Accrued management compensation	54,279	(70,519)
Net Cash Used in Operating Activities	(293,071)	(1,325,385)
INVESTING ACTIVITIES
Maturity of short-term investments		900,000
Purchase of property and equipment		(1,459)
Net Cash Provided by Investing Activities		898,541
FINANCING ACTIVITIES
Exercise of warrants and options for cash		13,600
Net Cash Provided by Financing Activities		13,600
NET DECREASE IN CASH	(293,071)	(413,244)
CASH AT BEGINNING OF YEAR	498,782	1,057,836
CASH AT END OF PERIOD	$ 205,711	$ 644,592
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
CASH PAID FOR: Interest
CASH PAID FOR: Income taxes	$ 800	$ 800

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Note 5 - Stock Options and Warrants

9 Months Ended

Sep. 30, 2015

Notes

Note 5 - Stock Options and Warrants

NOTE 5 - STOCK OPTIONS AND WARRANTS

During the nine months ended September 30, 2015 and 2014, the Company recognized expense of $176,895 and $91,141, 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 $367,774.

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.  In applying the Black-Scholes options pricing model to the option and warrant grants, the fair value of our share-based awards granted were estimated using the following assumptions: risk-free rate – 1.89 percent; expected life – seven years; expected dividend yield – 0.00; expected volatility – 75.60 percent.

A summary of the status of the options and warrants granted at September 30, 2015 and December 31, 2014 and changes during the periods then ended is presented below:

	September 30, 2015		December 31, 2014
		Weighted-Average		Weighted-Average
	Shares	Exercise Price	Shares	Exercise Price
Outstanding at beginning of year	3,515,313	$3.56	6,250,313	$2.30
Granted	125,000	.96	115,000	1.95
Exercised	-	-	(220,000)	.40
Expired or cancelled	-	-	(2,630,000)	.77
Outstanding at end of period	3,640,313	3.45	3,515,313	3.56
Exercisable	3,378,646	$3.54	3,199,896	$3.67

Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life	Number Exercisable	Weighted-Average Exercise Price
$.076-1.00	75,000	6.84 years	75,000	.85
$1.01-2.00	215,000	3.39 years	170,000	1.62
$2.01-3.00	630,000	4.15 years	413,333	2.56
$3.01-4.00	2,720,313	1.52 years	2,720,313	3.88
$0.01-4.00	3,640,313	2.20 years	3,378,646	$3.45

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Note 5 - Stock Options and Warrants: Schedule of Stock Options and Warrants, Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Outstanding at beginning of year	3,515,313	6,250,313
Options, Outstanding, Weighted Average Exercise Price at beginning of year	$ 3.56	$ 2.30
Granted	125,000	115,000
Granted, Weighted Average Exercise Price	$ 0.96	$ 1.95
Exercised, Weighted Average Exercise	$ 0	$ 0.40
Expired or cancelled	0	(2,630,000)
Expired or cancelled, Weighted Average Exercise Price	$ 0	$ 0.77
Outstanding at end of year	3,640,313	3,515,313
Options, Outstanding, Weighted Average Exercise Price at end of year	$ 3.45	$ 3.56
Exercisable	3,378,646	3,199,896
Exercisable, Weighted Average Exercise Price	$ 3.54	$ 3.67
Common Stock
Exercised	0	(220,000)

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Note 2 - Significant Accounting Policies: Property and Equipment (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Details
Depreciation expense	$ 22,173	$ 23,397