UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 14, 2023
OMNITEK ENGINEERING CORP
(Exact name of registrant as specified in its charter)
California | 000-53955 | 33-0984450 |
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) |
| Identification Number) |
| 1345 Specialty Dr. #E, Vista, California 92081 (Address of Principal Executive Offices)
(760)-591-0089 (Registrant’s Telephone Number) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
ITEM 4.01—CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On June 14, 2023, we dismissed Sadler Gibb & Associates, LLC (“Sadler”), as our independent registered public accounting firm, effective immediately, including to audit our financial statements for the year ending December 31, 2023. The dismissal of Sadler was approved unanimously by our Board of Directors.
The report of Sadler on our financial statements for the years ended December 31, 2022 and 2021, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except to indicate that there is substantial doubt as to our ability to continue as a going concern.
During our two most recent fiscal years and through December 31, 2022, there were no disagreements with Sadler on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Sadler, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the consolidated financial statements for such years. During the fiscal years ended December 31, 2022 and 2021, and through June 14, 2023, there have been no reportable events as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
We provided Sadler with a copy of the disclosures we are making in this Current Report on Form 8-K and requested that Sadler furnish us with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements made by us in this report and, if not, stating the respects in which it does not agree. A copy of the letter from Sadler addressed to the U.S. Securities and Exchange Commission dated June 14, 2023, is filed as Exhibit 16.01 to this report.
On June 14, 2023, our Board of Directors unanimously approved the engagement of Mercurius & Associates LLC (“Mercurius”), 5000 Thayer Center Suite C, Oakland, MD 21550, as our registered public accounting firm, effective immediately, including to report on our financial statements for the year ending December 31, 2023.
No consultations occurred between us and Mercurius during the two most recent fiscal years and through June 14, 2023, regarding either: (i) the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Mercurius concluded was an important factor considered by us in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of disagreement, as that term is defined in S-K 304(a)(1)(iv) and the related instructions to S-K 304, or a reportable event requiring disclosure under Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS.
The following is filed as an exhibit to this report:
Exhibit |
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16.01 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OMNITEK ENGINEERING CORP.
Dated: June 16, 2023/s/ Werner Funk
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By: Werner Funk
Its: President and Chief Financial Officer
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