SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2001

                         Commission File Number: 0-17493

                                OMNI U.S.A., INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                         88-0237223
         ------                                         ----------
(State of Incorporation)                       (IRS Employer Identification No.)

                      7502 Mesa Road, Houston, Texas 77028
                      ------------------------------------
                    (Address of principal executive offices)

                                 (713) 635-633
                                 -------------
                           (Issuer's Telephone Number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ____

At November 14, 2001, there were 1,207,912 shares of common stock $.004995 par
value outstanding.






                       OMNI U.S.A., INC. AND SUBSIDIARIES

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets
         September 30, 2001 and June 30, 2001

Condensed Consolidated Statements of Operations
         Three Months Ended September 30, 2001 and September 30, 2000

Condensed Consolidated Statements of Cash Flows
         Three Months Ended September 30, 2001 and September 30, 2000

Notes to Condensed Consolidated Financial Statements

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





                       OMNI U.S.A., INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                     ASSETS


                                                    September 30, 2001
                                                        (unaudited)         June 30, 2001
                                                      ------------------    -------------
                                                                      
CURRENT ASSETS
   Cash                                                  $    153,501        $    659,101
   Accounts receivable, trade, net                          2,309,591           3,269,586
   Accounts receivable, related parties                        34,150              43,654
   Inventories                                              4,651,881           4,985,910
   Notes receivable                                           161,116             208,671
   Prepaid expenses                                           271,693             108,224
   Deferred tax assets                                         40,393              40,393
                                                         ------------        ------------

               TOTAL CURRENT ASSETS                         7,622,325           9,315,539
                                                         ------------        ------------

PROPERTY AND EQUIPMENT, net of
   Accumulated depreciation and amortization                2,023,052           2,112,551
                                                         ------------        ------------

OTHER ASSETS
   Primarily intangible assets, net                           194,717             206,790
                                                         ------------        ------------

TOTAL ASSETS                                             $  9,840,094        $ 11,634,880
                                                         ============        ============

                      LIABILITIES AND STOCKHOLDERS' EQUI

CURRENT LIABILITIES
   Accounts payable                                      $  3,140,442        $  3,584,118
   Line of credit                                           1,862,224           2,771,161
   Accrued expenses                                           274,059             244,220
   Current portion of long-term debt                          842,746             853,889
                                                         ------------        ------------

               TOTAL CURRENT LIABILITIES                    6,119,471           7,453,388
                                                         ------------        ------------

LONG-TERM DEBT                                              1,019,871           1,057,891
                                                         ------------        ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock (1,227,079 shares issued and 1,207,912
     outstanding)                                               6,129               6,129
   Additional paid-in capital                               5,372,815           5,372,815
   Treasury Stock (19,167 shares)                             (57,141)            (57,141)
   Retained earnings (deficit)                             (2,718,853)         (2,295,150)
   Foreign currency translation adjustment                     97,802              96,948
                                                         ------------        ------------

               TOTAL STOCKHOLDERS' EQUITY                   2,700,752           3,123,601
                                                         ------------        ------------

           TOTAL LIABILITIES & STOCKHOLDERS' EQUITY      $  9,840,094        $ 11,634,880
                                                         ============        ============


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





                       OMNI U.S.A., INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)







                                          For the three months     For the three months
                                                 ended                     ended
                                          September 30, 2001       September 30, 2000
                                          -------------------      --------------------
                                                              

NET SALES                                     $ 3,626,337               $ 4,905,641


COST OF SALES                                   2,950,527                 3,934,882
                                              -----------               -----------


      Gross Profit                                675,810                   970,759
                                              -----------               -----------


OPERATING EXPENSES
   Selling, general and administrative            988,285                   989,109
                                              -----------               -----------

      Operating loss                             (312,475)                  (18,350)
                                              -----------               -----------


OTHER INCOME (EXPENSE)
    Interest expense                              (89,360)                 (119,352)
    Other, net                                    (21,868)                   14,642
                                              -----------               -----------

OTHER INCOME (EXPENSE)                           (111,228)                 (104,710)
                                              -----------               -----------


NET LOSS                                      $  (423,703)              $  (123,060)
                                              ===========               ===========

COMPREHENSIVE INCOME - Foreign Currency
  Translation Adjustment                      $       230                      --
                                              -----------               -----------

NET AND COMPREHENSIVE LOSS                    $  (423,500)              $  (123,060)
                                              ===========               ===========

BASIC AND COMPREHENSIVE LOSS PER SHARE        $     (0.35)              $     (0.10)
                                              ===========               ===========



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





                       OMNI U.S.A., INC. AND SUBSIDIARIES
                 CONDENDSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)




                                                                 For the three months         For the three months
                                                                        ended                         ended
                                                                  September 30, 2001           September 30, 2000
                                                               -------------------------     ------------------------
                                                                                     

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                            $  (423,500)                 $  (123,060)
                                                                       -----------                  -----------
   Adjustments to reconcile net loss to net cash
      provided by operating
      activities:
         Depreciation and amortization                                      99,928                      101,090
         Changes in operating assets and liabilities:
            Accounts receivable / Notes receivable                         885,831                      422,857
            Inventories                                                    334,029                     (190,047)
            Prepaid expenses                                              (163,469)                    (166,549)
            Accounts payable and accrued expenses                         (271,544)                      43,865
                                                                       -----------                  -----------

               Total adjustments                                           884,775                      212,216
                                                                       -----------                  -----------

               Net cash  provided by operating
                  Activities                                               461,275                       88,156
                                                                       -----------                  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of other assets                                              --                         (5,975)
     Capital Expenditures                                                   (8,775)                     (57,447)
                                                                       -----------                  -----------

              Net cash used by investing activities                         (8,775)                     (63,422)
                                                                       -----------                  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net Borrowings on line of credit                                      1,906,560                    3,721,730
   Net Payments on line of credit                                       (2,815,497)                  (3,912,392)
   Payments on long-term debt                                              (49,163)                     (41,303)
                                                                       -----------                  -----------

         Net cash used by financing activities                            (958,100)                    (231,965)
                                                                       -----------                  -----------

NET DECREASE IN CASH                                                      (505,600)                    (207,231)

CASH AT BEGINNING OF PERIOD                                                659,101                      587,044
                                                                       -----------                  -----------

CASH AT END OF PERIOD                                                  $   153,501                  $   379,813
                                                                       ===========                  ===========


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





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES: The consolidated financial statements have
     been prepared by the Company, without audit, pursuant to the rules and
     regulations adopted by the Securities and Exchange Commission. The Company
     believes that the disclosures made in this report are adequate to make the
     information presented not misleading. These condensed financial statements
     should be read in conjunction with the financial statements and the notes
     thereto included in the Company's latest annual report on Form 10-KSB. In
     the opinion of the Company, all adjustments, consisting of normal recurring
     adjustments, necessary to present fairly the financial position of Omni
     U.S.A., Inc. and subsidiaries as of September 30, 2001, and the results of
     their operations and cash flows for the three month periods ended September
     30, 2001, and September 30, 2000, in accordance with generally accepted
     accounting principles have been included.

     There are significant operations in Mainland China; however, the functional
     exchange rate for those operations is the U.S. dollar. The foreign currency
     translation adjustment primarily arises from the translation of amounts
     from operations in Hong Kong and Japan in which the functional currency is
     that of the foreign location.

2.   EARNINGS PER SHARE: Basic and diluted loss per share is based on the
     weighted average number of shares of common stock outstanding. For the
     periods ended September 30, 2001 and September 30, 2000, the Company's
     weighted average shares are calculated as follows:




                                                             September 30, 2001           September 30, 2000
                                                             ------------------           ------------------
                                                                                    
     Weighted average common shares outstanding                 1,207,912                    1,207,912


     As the Company is in a net loss position, all common stock equivalents are
     considered anti-dilutive and are therefore not included in the calculation
     of earnings per share.

3.   SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid on debt for the three
     months ended September 30, 2001 and 2000, was $89,360 and $119,352
     respectively. No income taxes were paid during the three months ended
     September 30, 2001 and 2000, respectively.

4.   REVERSE SPLIT: At a special meeting on June 14, 2001, the Company's Board
     of Directors approved a reduction in the number of authorized shares of
     common stock of the Company and a corresponding three for one reverse stock
     split of its common stock. In addition, all holders of options or warrants
     to purchase future shares of the Company's common stock were also reduced
     on an equal basis of three to one. The effect of the reverse split was to
     reduce the Company's common shares from 3,680,592 shares to 1,227,079
     shares issued and 3,623,094 shares to 1,207,912 outstanding. The par value
     of the common stock is unchanged. Accordingly, the Company has presented
     all equity and earnings per share information as if the reverse stock split
     had occurred effective July 1, 2000.

5.   MAJOR CUSTOMERS AND VENDORS: During the fiscal quarters ended September 30,
     2001 and September 30, 2000, the Company and its subsidiaries had
     consolidated sales of $287,957 and $809,883 and to a domestic customer for
     a total of 7% and 17% of consolidated sales. During the three months ended
     September 30, 2001 and September 30, 2000, the Company and its subsidiaries
     had consolidated purchases of $1,168,938 and $2,130,148 from two vendors
     for a total of 40% and 55% of consolidated purchases.

6.   REVOLVING LINE OF CREDIT AND LONG-TERM DEBT: The Company has a revolving
     line of credit with a financing company which provides for maximum
     borrowings of $4,000,000 as determined by a formula based on trade accounts
     receivable and inventory. The line of credit matures June 2002, bears
     interest at prime plus 1%-2%, depending upon certain financial ratios,
     requires the maintenance of certain levels of income and tangible net worth
     and is secured by essentially all of the U.S. assets of the Company. As of
     September 30, 2001, the Company was not in compliance with its debt service
     coverage ratio covenant. The Company is in current discussions with the
     financing company to modify this covenant.

     The Company has a note payable to equipment manufacturer, due in monthly
     installments of $11,333 including interest at 11% through 2003, secured by
     equipment. As of September 30, 2001, the Company was delinquent on $165,000
     in payments. The Company believes that it has a good relationship with the
     debt holder and will be able to work out a payment plan to pay off the
     debt.




7.   SEGMENT INFORMATION: The Company and its subsidiaries are engaged in the
     business of designing, developing and distributing power transmissions and
     trailer and implement components used for agricultural, construction and
     industrial equipment.

                               SEGMENT INFORMATION



THREE MONTHS ENDED                          OPERATING   INTEREST   IDENTIFIABLE     CAPITAL     DEPRECIATION/
SEPTEMBER 30, 2001             NET SALES      LOSS       EXPENSE      ASSETS     EXPENDITURES   AMORTIZATION
--------------------------------------------------------------------------------------------------------------
                                                                                 
Power Transmission             $2,707,711  $ (181,114)   (69,786)  $ 6,653,982     $  8,775        $ 72,964
Components
--------------------------------------------------------------------------------------------------------------
Trailer and Implement             918,626     (63,451)    (9,575)    3,186,112            -          26,964
Components
--------------------------------------------------------------------------------------------------------------
Corporate and Eliminations                    (67,910)    (9,999)
--------------------------------------------------------------------------------------------------------------
Total Omni, U.S.A., Inc.       $3,626,337  $ (312,475)  $(89,360)   $9,840,094     $  8,775         $99,928
==============================================================================================================







THREE MONTHS ENDED                                                                               PROPERTY AND
SEPTEMBER 30, 2001                   NET SALES                  SEPTEMBER 30, 2001              EQUIPMENT, NET
------------------------------------------------                ----------------------------------------------
                                                                                      
Domestic Customers                   $3,436,363                 Domestic                         $    684,238
------------------------------------------------                ----------------------------------------------
Foreign Customers                       189,974                 Foreign                             1,338,814
------------------------------------------------                ----------------------------------------------
Total Omni, U.S.A., Inc.             $3,626,337                 Total Omni, U.S.A., Inc.         $  2,023,052
================================================                ==============================================






THREE MONTHS ENDED                          OPERATING   INTEREST   IDENTIFIABLE     CAPITAL     DEPRECIATION/
SEPTEMBER 30, 2000             NET SALES      LOSS       EXPENSE      ASSETS     EXPENDITURES   AMORTIZATION
                                                                              
--------------------------------------------------------------------------------------------------------------
Power Transmission             $3,772,227    $ 25,211 $  (87,470)   $7,553,254    $  13,609      $  68,001
Components
--------------------------------------------------------------------------------------------------------------
Trailer and Implement           1,133,414      54,744    (20,250)    2,376,563       43,838          33,089
Components
--------------------------------------------------------------------------------------------------------------
Corporate and Eliminations                    (98,305)   (11,632)
--------------------------------------------------------------------------------------------------------------
Total Omni, U.S.A., Inc.       $4,905,641    $(18,350) $(119,352)   $9,929,817    $  57,447       $101,090
==============================================================================================================





THREE MONTHS ENDED                                                                              PROPERTY AND
SEPTEMBER 30, 2000                   NET SALES                  SEPTEMBER 30, 2000             EQUIPMENT, NET
------------------------------------------------                ----------------------------------------------
                                                                                     
Domestic Customers                   $4,280,573                 Domestic                           $  830,983
------------------------------------------------                ----------------------------------------------
Foreign Customers                       625,068                 Foreign                             1,233,257
------------------------------------------------                ----------------------------------------------
Total Omni, U.S.A., Inc.             $4,905,641                 Total Omni, U.S.A., Inc.          $ 2,064,240
================================================                ==============================================








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

         This report has been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. This report should be read in
conjunction with the Company's latest Form 10-KSB, a copy of which may be
obtained by visiting the Company's home page at www.ousa.com, or by writing to
the Investor Relations Department, Omni U.S.A., Inc., 7502 Mesa Road, Houston,
Texas 77028.

Liquidity and Capital Resources

         The Company's primary capital requirements are for working capital
which is generally met through a combination of internally generated funds, a
revolving line of credit facility and credit terms from suppliers. The Company's
$4,000,000 credit facility had an outstanding balance of $1,862,224 at September
30, 2001. The Company had working capital of $1,502,854 as of September 30, 2001
and working capital of $1,862,151 as of June 30, 2001, a decrease of $359,297
from June 30, 2001. The decrease in working capital from June 30, 2001 was due
to a significant decrease in sales volume and corresponding decreases in
production and purchases in both business segments, which resulted in decreases
in receivables, inventory, and other nominal changes in working capital.

         The Company had a cash balance of $153,501 as of September 30, 2001;
reflecting a negative cash flow of $505,600 compared to the June 30, 2001 cash
balance of $659,101. The Company's cash provided by operating activities for the
3 months ended September 30, 2001 of $461,275 consisted of the net loss for the
period of $423,500 offset by, combined decreases in accounts receivable and
inventories.

         The Company's cash used in investing activities for the three months
ended September 30, 2001 of $8,775 consisted of net capital expenditures for the
period.

         Net cash used by financing activities for the three months ended
September 30, 2001 of $958,100 consisted primarily of payments on the line of
credit and long-term debt.

         The Company believes that between its access to the line of credit
facility and its ability to generate funds internally, it has adequate capital
resources to meet its working capital requirements for the foreseeable future,
given its current working capital requirements, known obligations, and assuming
current levels of operations. In addition, the Company believes that it has the
ability to raise additional financing in the form of debt or equity to fund
additional capital expenditures and operations, if required. In response to
general declines in demand and a recent economic downturn, management has
initiated measures to minimize costs and scale down activities to match
decreases in sales until such demand returns. Management believes that it will
be successful in this endeavor.





Results for the Quarter ended September 30, 2001 compared with the Quarter ended
September 30, 2000

         The Company had net sales of $3,626,337 for the three months ended
September 30, 2001. This represents a decrease of 26% compared to the three
months ended September 30, 2000 net sales of $4,905,641. The following table
indicates the Company's net sales comparison and percentage of change for the
three months ended September 30, 2001 and 2000:



                                       QUARTER                 QUARTER
                                        ENDED          %        ENDED         %         DOLLAR         %
NET SALES                              9/30/01      OF TOTAL   9/30/00     OF TOTAL     CHANGE      CHANGE
------------------------------------------------------------------------------------------------------------
                                                                                    
------------------------------------------------------------------------------------------------------------
Power Transmission Components        $ 2,707,711       75%   $ 3,772,227      77%      (1,064,516)     (28%)
------------------------------------------------------------------------------------------------------------
Trailer and Implement Components         918,626       25%     1,133,414      23%        (214,788)     (19%)
------------------------------------------------------------------------------------------------------------
Consolidated                         $ 3,626,337      100%   $ 4,905,641     100%    $ (1,279,304)     (26%)
------------------------------------------------------------------------------------------------------------



         Gross profit for the three months ended September 30, 2001 decreased
$294,949 to $675,810, compared to gross profit for the three months ended
September 30, 2000 of $970,759. The decrease in sales and gross profit was
primarily attributable to a decline in general economic conditions and an
associated decline in demand for products in both business segments. Gross
profit as a percentage of net sales for the three months ended September 30,
2001 decreased to 19% as compared to 20% for the three months ended September
30, 2000. This decrease was primarily due to the product mix of sales for the
period as well as general declines in demand resulting in decreased margins.

         Selling, general and administrative remained consistent with $988,285
in the three months September 30, 2001 compared to $989,109 in the three months
ended September 30, 2000. Selling, general and administrative expenses increased
as a percentage of sales compared to the three months ended September 30, 2000
due to the decrease in sales.

         Loss from operations for the Company increased $294,125 to $312,475 for
the three months ended September 30, 2001, compared to a loss from operations of
$18,350 for the three months ended September 30, 2000. Loss from operations as a
percentage of sales increased to (8%) in the three months ended September 30,
2001 compared to (0.3%) in the three months ended September 30, 2000. This
increase is principally the result of decreases in sales to comparable periods.

         Interest expense decreased $29,992, to $89,360 for the three months
ended September 30, 2001 from $119,352 for the three months ended September 30,
2000. The decrease resulted from a decreased interest rates, reduced borrowings
and debt payments, associated with the Company's line of credit.

         Other income (expense) was expense of ($21,868) for the three months
ended September 30, 2001 compared to income of $14,642 for the three months
ended September 30, 2000. This change primarily relates to reduced commission
income and increased banking fees.

         The Company's net loss increased $300,643 to $423,703, or $0.35 per
share, for the three months ended September 30, 2001 compared to $123,060, or
$0.10 per share, for the three months ended September 30, 2000.





Cautionary Statement

         The following is a "Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995:

         With the exception of historical facts, the statements contained in
Item 2 of this form 10-QSB are forward-looking statements. Forward-looking
statements discuss future expectations, plans, strategies, activities or events.
They often include words such as believe, expect, anticipate, intend or plan, or
words with similar meaning or with future or conditional verbs such as will,
would, should, or may. The Company does not plan to update these forward-looking
statements to reflect events or changes that occur after they are made.

         Actual results may differ materially from those contemplated by the
forward-looking statements. Investors are further directed to the Company's
documents, such as its Annual Report on Form 10-KSB, Form 10-QSB's and Form
8-KSB filed with the Securities and Exchange Commission. These forward-looking
statements involve risks and uncertainties, including but not limited to, the
following:

       1)  acts or threats of war or terrorism, and the effects of such acts or
           threats on the Company, its employees, its debtors, customers and
           vendors as well as the local economy,

       2)  changes in the availability of funds resulting in increased costs or
           reduced liquidity,

       3)  cyclical downturns affecting the markets for capital goods,

       4)  substantial increases in interest rates,

       5)  availability or material increases in the costs of select raw
           materials,

         The Company undertakes no obligation to publicly update or otherwise
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. All subsequent written and oral forward looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in the their entirety by the applicable cautionary
statements.






                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         There have been no material changes from the disclosure in the
         Company's Form 10-KSB for the fiscal year ended June 30, 2001.

Item 2.  Change in Securities.

         Not applicable.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         Not applicable.

Item 5.  Other Information.

         None.

Item 6.  Exhibits and Reports on Form 8-K.

         None.









                                   SIGNATURES


         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


Date:  November 14, 2001               OMNI U.S.A., INC.




                                       By: /s/ Jeffrey K. Daniel
                                          --------------------------------------
                                           Jeffrey K. Daniel
                                           President and Chief Executive Officer