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, 2002
Commission File Number: 0-17493
OMNI U.S.A., INC.
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(Exact name of registrant as specified in its charter)
Nevada 88-0237223
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State of Incorporation) (IRS Employer Identification No.)
7502 Mesa Road, Houston, Texas 77028
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(Address of principal executive offices)
(713) 635-6331
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(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, 2002, there were 1,171,812 shares of common stock $.004995 par
value outstanding.
1
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, 2002 and June 30, 2002
Condensed Consolidated Statements of Operations
Three Months Ended September 30, 2002 and September 30, 2001
Condensed Consolidated Statements of Cash Flows
Three Months Ended September 30, 2002 and September 30, 2001
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
2
OMNI U.S.A., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2002 June 30, 2002
(unaudited)
------------ ------------
CURRENT ASSETS
Cash $ 510,640 $ 821,544
Accounts receivable, trade, net 3,243,356 3,440,402
Accounts receivable, related parties 40,897 28,063
Inventories, net 4,223,646 4,168,526
Notes receivable 89,138 89,138
Prepaid expenses 169,662 114,912
Deferred tax assets -- 40,393
------------ ------------
TOTAL CURRENT ASSETS 8,277,339 8,702,978
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PROPERTY AND EQUIPMENT, net of
Accumulated depreciation and amortization 1,771,158 1,812,007
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OTHER ASSETS
Primarily intangible assets, net 202,896 204,265
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TOTAL ASSETS $ 10,251,393 $ 10,719,250
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,866,971 $ 3,001,120
Line of credit 2,336,808 2,850,270
Accrued expenses 316,296 217,154
Current portion of long-term debt 1,057,364 1,001,849
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TOTAL CURRENT LIABILITIES 6,577,439 7,070,393
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LONG-TERM DEBT 883,764 986,604
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock (1,227,079 shares issued and 1,198,412
and 1,207,912 Outstanding, respectively) 6,129 6,129
Additional paid-in capital 5,372,815 5,372,815
Treasury Stock (28,667 and 19,167 shares, respectively) (66,657) (57,141)
Retained earnings (deficit) (2,618,783) (2,755,870)
Foreign currency translation adjustment 96,686 96,320
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TOTAL STOCKHOLDERS' EQUITY 2,790,190 2,662,253
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 10,251,393 $ 10,719,250
============ ============
The accompanying notes are an integral part of the condensed
consolidated financial statements.
3
OMNI U.S.A., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months For the three months
ended ended
September 30, 2002 September 30, 2001
-------------------- --------------------
NET SALES $ 4,462,093 $ 3,626,337
COST OF SALES 3,242,660 2,950,527
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Gross Profit 1,219,433 675,810
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OPERATING EXPENSES
Selling, general and administrative 970,720 988,285
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Operating income/(loss) 248,713 (312,475)
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OTHER INCOME (EXPENSE)
Interest expense (101,499) (89,360)
Other, net 30,266 (21,868)
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OTHER INCOME (EXPENSE) (71,233) (111,228)
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NET INCOME (LOSS) BEFORE TAX 177,480 (423,703)
INCOME TAXES (40,393) --
----------- -----------
NET INCOME/(LOSS) $ 137,087 $ (423,703)
=========== ===========
COMPREHENSIVE INCOME - Foreign Currency
Translation Adjustment $ 366 $ 203
----------- -----------
NET AND COMPREHENSIVE INCOME/(LOSS) $ 137,453 $ (423,500)
=========== ===========
BASIC INCOME/(LOSS) PER SHARE $ 0.11 $ (0.35)
=========== ===========
The accompanying notes are an integral part of the condensed
consolidated financial statements.
4
OMNI U.S.A., INC. AND SUBSIDIARIES
CONDENDSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the three months For the three months
ended ended
September 30, 2002 September 30, 2001
-------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(loss) $ 137,087 $ (423,703)
----------- -----------
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 69,333 99,928
Deferred taxes 40,393 --
Changes in operating assets and liabilities:
Accounts receivable / Notes receivable 184,212 885,831
Inventories (55,120) 334,029
Prepaid expenses (54,750) (163,469)
Intangible assets 1,070 --
Accounts payable and accrued expenses (35,007) (271,544)
----------- -----------
Total adjustments 150,131 884,775
----------- -----------
Net cash provided by operating
activities 287,218 461,072
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (28,185) (8,775)
----------- -----------
Net cash used by investing activities (28,185) (8,775)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock (9,516) --
Net borrowings on line of credit 2,972,790 1,906,560
Net payments on line of credit (3,486,252) (2,815,497)
Payments on long-term debt (47,325) (49,163)
----------- -----------
Net cash used by financing activities (570,303) (958,100)
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TRANSLATION EFFECT OF FOREIGN CURRENCIES 366 203
----------- -----------
NET DECREASE IN CASH (310,904) (505,600)
CASH AT BEGINNING OF PERIOD 821,544 659,101
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CASH AT END OF PERIOD $ 510,640 $ 153,501
=========== ===========
The accompanying notes are an integral part of the condensed
consolidated financial statements.
5
NOTES TO CONDENSED 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 of the Securities and
Exchange Commission. As permitted under those rules, certain footnotes or
other financial information that are normally required by generally
accepted accounting principles in the United States (GAAP) have been
condensed or omitted. 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.
The Company's management is responsible for the unaudited financial
statements included in this document. 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, 2002, and the results of their operations and cash
flows for the three months ended September 30, 2002, and 2001, have been
made in accordance with GAAP.
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,
2002 and 2001, the Company's weighted average shares are calculated as
follows:
September 30, 2002 September 30, 2001
------------------ ------------------
Weighted average common shares outstanding 1,207,252 1,207,912
When 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. During the three month period ended
September 30, 2002, the Company had positive net income; however, the
exercise price of all common stock equivalents exceeded its average fair
value. Accordingly, all common stock equivalents were considered
anti-dilutive during the period and are therefore not included in the
calculation of earnings per share.
3. MAJOR CUSTOMERS AND VENDORS:
During the fiscal quarters ended September 30, 2002 and 2001, the Company
and its subsidiaries had consolidated sales of $880,941 and $287,957 to a
domestic customer for a total of 20% and 7% of consolidated sales. During
the three months ended September 30, 2002 2001, the Company and its
subsidiaries had consolidated purchases of $1,600,995 and $1,168,938 from
two vendors for a total of 49% and 40% of consolidated purchases.
6
4. 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 2003, 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. At June 30, 2002, the Company was not in compliance
with the required minimum six months earnings requirement. At September 30,
2002, the Company was in compliance with its minimum financial reporting
covenants.
The Company also maintains a line of credit with a foreign financial
institution which provides for maximum borrowings of $1,000,000 based on
the creditworthiness of the Company's customers serviced by the Company's
foreign subsidiary. Outstanding borrowings amounted to $276,023 and
$187,325 at September 30, 2002 and June 30, 2002, respectively. The line of
credit matures November 30, 2002 and bears interest at 6.625 %. Management
is currently in negotiations to renegotiate the terms and due dates of this
line of credit under what it believes will be comparable terms.
5. INCOME TAXES
The difference between the effective rate of income tax expense at
September 30, 2002 and 2001 and the amounts which would be determined by
applying the statutory U.S. income tax rate of 34% to income before income
tax expense, are due to the utilization of net operating losses which were
fully reserved by a valuation allowance in previous periods.
6. PURCHASE OF TREASURY STOCK
From September 19 through September 30, 2002, the Company purchased a total
of 9,500 treasury shares through its stock repurchase plan as further
discussed in NOTE 8 for a total cost of $9,516.
7. OPERATING LEASES
The Company leases equipment and office, warehouse and manufacturing space
in Houston, TX; Madill, OK; Shanghai, China; and Hong Kong. The Company has
entered into an oral agreement to extend the Houston lease which expired
June 30, 2002 at $9,000 per month. The amended lease terms expire six
months after written notice from either party.
7
8. LITIGATION AND CONTINGENCIES
The Company continues to aggressively protect its trademarks. The Company
is currently a plaintiff in such a case for infringement and has other
similar infringement cases contemplated. Historically, the Company has been
successful in preventing others from using Omni's trademarks or in seeking
other relief. In addition, the Company is involved in litigation with a
former customer/distributor surrounding the dissolution of a distributor
agreement. The former customer/distributor has filed suit against the
Company for breach of contract, misrepresentation and copyright
infringement. The Company has counterclaimed against the distributor for
fraud, misrepresentation, breach of contract and failure to pay on a
promissory note due to the Company. It is the opinion of management of the
Company that the suit by the former customer is frivolous and groundless
and the Company will continue to successfully defend itself and collect the
monies owed to it by the former customer.
On June 7, 2002, June 19, 2002 and September 10, 2002, the Company received
notification from NASDAQ that the Company's stock would be removed from the
NASDAQ listing as Omni's share price had fallen below the minimum required
ask price of $1.00 per share and as the Company's Minimum Value of Publicly
Held Securities had fallen below the minimum of $1,200,000.
On September 10, 2002, The Board of Directors approved a stock repurchase
plan to repurchase up to 500,000 shares of Omni stock in efforts to improve
its stock price in response to the notification received from NASDAQ noted
above and in consideration that the Company's common stock represents and
unusual value given the Company's overall business and value.
9. SUBSEQUENT EVENTS
Between October 1, and October 16, 2002, an additional 26,600 shares were
purchased as treasury stock for a total of $33,414 in cash.
At the October 4, 2002, meeting of the Board of Directors, the Directors
discussed the NASDAQ notification above and determined that the Company's
primary goal would be to focus its resources to continue to maximize sales
and profits and attend to business issues and not take any further direct
action to address the NASDAQ compliance requirements.
On October 17, 2002, NASDAQ held a hearing on the continued listing of the
Company. To date, the NASDAQ Hearings Panel has not issued its letter
ruling. If the Company is delisted from trading on the NASDAQ, it would be
forced to trade on the Over the Counter (OTC) Bulletin Boards which could
have a material adverse impact on the future value of the stock in the near
term. The stock price on November 12, 2002 was $0.81 per share.
8
10. 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 NET SALES OPERATING INTEREST IDENTIFIABLE CAPITAL DEPRECIATION/
SEPTEMBER 30, 2002 INCOME EXPENSE ASSETS EXPENDITURES AMORTIZATION
----------------------------------------------------------------------------------------------------------------------------
Power Transmission Components $3,490,338 $ 225,594 $ 76,196 $ 6,927,795 $28,185 $59,438
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Trailer and Implement Components 971,755 23,119 25,303 3,323,598 -- 9,895
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Corporate and Eliminations -- -- -- -- -- --
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Total Omni, U.S.A., Inc. $4,462,093 $ 248,713 $101,499 $10,251,393 $28,185 $69,333
============================================================================================================================
------------------------------------------------ ---------------------------------------------
THREE MONTHS ENDED NET SALES PROPERTY AND
SEPTEMBER 30, 2002 SEPTEMBER 30, 2002 EQUIPMENT, NET
------------------------------------------------ ----------------------------------------------
Domestic Customers $3,903,199 Domestic $ 591,007
------------------------------------------------ ----------------------------------------------
Foreign Customers 558,894 Foreign 1,180,151
------------------------------------------------ ----------------------------------------------
Total Omni, U.S.A., Inc. $4,462,093 Total Omni, U.S.A., Inc. $1,771,158
================================================ ==============================================
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THREE MONTHS ENDED NET SALES OPERATING INTEREST IDENTIFIABLE CAPITAL DEPRECIATION/
SEPTEMBER 30, 2001 LOSS EXPENSE ASSETS EXPENDITURES AMORTIZATION
----------------------------------------------------------------------------------------------------------------------------
Power Transmission Components $2,707,711 $(181,114) $ 69,786 $ 6,653,982 $ 8,775 $72,964
----------------------------------------------------------------------------------------------------------------------------
Trailer and Implement Components 918,626 (63,451) 9,575 3,186,112 -- 26,964
----------------------------------------------------------------------------------------------------------------------------
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 NET SALES PROPERTY AND
SEPTEMBER 30, 2001 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
================================================ ==============================================
9
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 routine working
capital needs that are generally met through a combination of internally
generated funds, revolving line of credit facilities and credit terms from
suppliers. The Company's line of credit facilities had an outstanding balance of
$2,336,808 at September 30, 2002. The Company had working capital of $1,699,900
as of September 30, 2002 and working capital of $1,632,585 as of June 30, 2002,
an increase of $67,314 from June 30, 2002. The increase in working capital from
June 30, 2002 was due primarily to operating income.
The Company had a cash balance of $510,640 as of September 30, 2002;
reflecting a negative cash flow of $310,904 compared to the June 30, 2002 cash
balance of $821,544. The Company's cash provided by operating activities for the
3 months ended September 30, 2002 of $287,218 consisted of the net income for
the period offset by, combined decreases in accounts receivable and accounts
payable and increases in inventories.
The Company's cash used in investing activities for the three months
ended September 30, 2002 of $28,185 consisted of capital expenditures for the
period.
Net cash used by financing activities for the three months ended
September 30, 2002 of $570,303 consisted primarily of payments on the line of
credit and long-term debt and $9,516 spent to purchase treasury shares under the
Company's stock repurchase plan .
The Company believes that between its access to the line of credit
facilities 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 that occurred in
fiscal year 2002, management initiated measures to minimize costs and scale down
activities to match decreases in sales until such demand returns. The current
period has shown some increases in demand and management has been able to
benefit from the cost minimization efforts. Management believes that it will
continue to be successful in this endeavor; however, it is too early to tell if
the trend of increased sales will continue for the remainder of the fiscal year.
10
Results for the Quarter ended September 30, 2002 compared with the Quarter ended
September 30, 2001
The Company had net sales of $4,462,093 for the three months ended
September 30, 2002. This represents an increase of 23% compared to the three
months ended September 30, 2001 net sales of $3,626,337. Management believes
that the increase in sales is due to increased product demand and carryover of
deliveries delayed from the fourth fiscal quarter. The following table indicates
the Company's net sales comparison and percentage of change for the three months
ended September 30, 2002 and 2001:
QUARTER QUARTER
ENDED % ENDED % DOLLAR %
NET SALES 9/30/02 OF TOTAL 9/30/01 OF TOTAL CHANGE CHANGE
------------------------------------------------------------------------------------------------------------
Power Transmission Components $3,490,338 78% $2,707,711 75% $782,627 29%
------------------------------------------------------------------------------------------------------------
Trailer and Implement Components 971,755 22% 918,626 25% 53,129 6%
------------------------------------------------------------------------------------------------------------
Consolidated $4,462,093 100% $3,626,337 100% $835,756 23%
------------------------------------------------------------------------------------------------------------
Gross profit for the three months ended September 30, 2002 increased
$543,623 to $1,219,433, compared to gross profit for the three months ended
September 30, 2001 of $675,810. The increase in sales and gross profit was
primarily attributable to an increase in demand for products in both business
segments. Gross profit as a percentage of net sales for the three months ended
September 30, 2002 increased to 27% as compared to 19% for the three months
ended September 30, 2001. This increase was primarily due to the product mix of
sales with increased sales of higher margin power transmission components for
the period as well as general recoveries in demand resulting in increased
margins.
Selling, general and administrative expenses decreased $17,565 to
$970,720 in the three months September 30, 2002 compared to $988,285 in the
three months ended September 30, 2001. The decrease was the result of cost
minimization measures put into place in the fiscal year 2002 which were
partially offset by increases in sales. Selling, general and administrative
expenses decreased as a percentage of sales as a result of increased sales in
the period.
Income from operations for the Company increased $561,188 to $248,713
for the three months ended September 30, 2002, compared to a loss from
operations of ($312,475) for the three months ended September 30, 2001. Income
from operations as a percentage of sales increased to 6% in the three months
ended September 30, 2002 compared to a loss of (8%) in the three months ended
September 30, 2001. This increase is principally the result of increases in
sales and margins to comparable periods.
Interest expense increased $12,139, to $101,499 for the three months
ended September 30, 2002 from $89,360 for the three months ended September 30,
2001. The increase resulted from additional borrowings associated with the
Company's lines of credit and long-term debt.
Other income (expense) was income of $30,266 for the three months ended
September 30, 2002 compared to expense of $21,868 for the three months ended
September 30, 2001. This change primarily relates to increased commission income
and VAT refund on increased sales.
The Company's net income increased $560,790 to $137,087, or $0.11 per
share, for the three months ended September 30, 2002 compared to ($423,703) or
($0.35) per share, for the three months ended September 30, 2001.
11
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. The Company cannot guarantee that any forward
looking statement will be realized, although the Company and its management
believe that it has been prudent in its plans and assumptions. Investors are
further directed to the Company's documents, such as its Annual Report on Form
10-KSB, Forms 10-QSB's and Forms 8-KSB filed with the Securities and Exchange
Commission. Achievement of future results and these forward-looking statements
involve risks and uncertainties, including but not limited to: continued
acceptance of the Company's products in the marketplace, competitive factors,
new products and technological changes, the Company's dependence upon
third-party suppliers, political and economic circumstances in China, ability to
access or renew credit facilities and service long term debt facilities and
other risks detailed from time to time in the Company's periodic report filings
with the Securities and Exchange Commission. Investors are directed to the
Company's periodic reports filed with the Securities and Exchange Commission.
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 their entirety by the applicable cautionary statements.
12
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, 2002.
Item 2. Change in Securities.
From September 19 through September 30, 2002, the Company purchased a
total of 9,500 treasury shares through its stock repurchase plan as
further discussed in NOTE 8. for a total cost of $9,516.
Between October 1 and 16, 2002, an additional 26,600 shares were
purchased as treasury stock for a total of $33,414 in cash.
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.
Item 7. Controls and Procedures..
Evaluation of disclosure controls and procedures. Within 90 days of the
date of this report, the Company will carry out a formal evaluation,
under the supervision and with the participation of our management,
including our Chief Executive, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this
evaluation, the Company's Chief Executive Officer will conclude on the
effectiveness of the Company's disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange
Act of 1934 (the "Exchange Act")) to ensure that information required to
be disclosed by the Company in reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported to the
Company's management within the time periods specified in the Securities
and Exchange Commission's rules and forms. The Chief Executive Officer
believes the current controls are adequate and effective based upon his
daily involvement in the management and reporting of the Company.
Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly
affect the Company's disclosure controls and procedures, and there were
no corrective actions required with regard to significant deficiencies
and material weaknesses.
13
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, 2002 OMNI U.S.A., INC.
By: /s/ Jeffrey K. Daniel
-------------------------------------
Jeffrey K. Daniel
President and Chief Executive Officer
14
CERTIFICATIONS
I, Jeffrey K. Daniel, President and Chief Executive Officer of the registrant,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Omni U.S.A.,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:
a) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls;
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect the internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ JEFFREY K. DANIEL
------------------------------------
JEFFREY K. DANIEL
CHIEF EXECUTIVE OFFICER & PRESIDENT NOVEMBER 14, 2002
15