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, 2003

                         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) 635-6331
                           (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, 2003, there were 1,171,812 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, 2003 and June 30, 2003

Condensed Consolidated Statements of Operations
        Three Months Ended September 30, 2003 and September 30, 2002

Condensed Consolidated Statements of Cash Flows
        Three Months Ended September 30, 2003 and September 30, 2002

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, 2003         June 30, 2003
                                                                  (unaudited)
                                                              ------------------         -------------
                                                                                    
CURRENT ASSETS
   Cash                                                           $   399,997             $    709,230
   Accounts receivable, trade, net                                  2,441,628                3,891,727
   Accounts receivable, related parties                                24,946                   29,167
   Inventories, net                                                 4,231,556                4,014,108
   Notes receivable                                                    63,810                   63,810
   Prepaid expenses                                                   246,533                  224,049
                                                                  -----------             ------------
               TOTAL CURRENT ASSETS                                 7,408,470                8,932,091
                                                                  -----------             ------------
PROPERTY AND EQUIPMENT, net of
   Accumulated depreciation and amortization                        1,665,856                1,706,669
                                                                  -----------             ------------
OTHER ASSETS
   Primarily intangible assets, net                                   334,442                  330,248
                                                                  -----------             ------------
TOTAL ASSETS                                                      $ 9,408,768             $ 10,969,008
                                                                  ===========             ============

                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                               $ 2,609,760             $  2,805,776
   Line of credit                                                   1,646,901                2,740,030
   Accrued expenses                                                   417,259                  458,244
   Current portion of long-term debt                                  822,891                  819,604
                                                                  -----------             ------------
               TOTAL CURRENT LIABILITIES                            5,496,811                6,823,654
                                                                  -----------             ------------
LONG-TERM DEBT                                                      1,101,639                1,161,953
                                                                  -----------             ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock (1,227,079 shares issued and                            6,129                    6,129
     1,171,812 outstanding)
   Additional paid-in capital                                       5,372,815                5,372,815
   Treasury Stock (28,667 shares)                                    (100,071)                (100,071)
   Retained earnings (deficit)                                     (2,571,672)              (2,391,717)
   Foreign currency translation adjustment                            103,117                   96,245
                                                                  -----------             ------------
               TOTAL STOCKHOLDERS' EQUITY                           2,810,318                2,983,401
                                                                  -----------             ------------
     TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $ 9,408,768             $ 10,969,008
                                                                  ===========             ============


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

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



                                                  For the three         For the three
                                                  months ended           months ended
                                               September 30, 2003     September 30, 2002
                                               ------------------     ------------------
                                                                    
NET SALES                                         $ 3,543,233             $ 4,462,093

COST OF SALES                                       2,792,474               3,242,660
                                                  -----------             -----------
      Gross Profit                                    750,759               1,219,433
                                                  -----------             -----------
OPERATING EXPENSES
   Selling, general and administrative                838,820                 970,720
                                                  -----------             -----------
      Operating income/(loss)                         (88,061)                248,713
                                                  -----------             -----------
OTHER INCOME (EXPENSE)
    Interest expense                                  (95,405)               (101,499)
    Other, net                                          3,511                  30,266
                                                  -----------             -----------
OTHER INCOME (EXPENSE)                                (91,894)                (71,233)
                                                  -----------             -----------
NET INCOME/(LOSS) BEFORE INCOME TAXES             $  (179,955)            $   177,480
                                                  -----------             -----------
INCOME TAXES                                               --                 (40,393)

NET INCOME/(LOSS)                                 $  (179,955)            $   137,087
                                                  -----------             -----------
COMPREHENSIVE INCOME - Foreign
  Currency Translation Adjustment                 $     6,872             $       366
                                                  -----------             -----------
NET AND COMPREHENSIVE INCOME/(LOSS)               $  (173,083)            $   137,453
                                                  ===========             ===========
BASIC INCOME/(LOSS) PER SHARE                     $     (0.15)            $      0.11
                                                  ===========             ===========


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

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



                                                             For the three           For the three
                                                              months ended            months ended
                                                           September 30, 2003       September 30, 2002
                                                           ------------------       ------------------
                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income/(loss)                                           $  (179,955)            $   137,087
                                                               -----------             -----------
   Adjustments to reconcile net loss to net
      cash provided by operating activities:
         Depreciation and amortization                              92,771                  69,333
         Deferred taxes                                                 --                  40,393
         Changes in operating assets and
           liabilities:
            Accounts receivable/Notes receivable                 1,454,320                 184,212
            Inventories                                           (217,448)                (55,120)
            Prepaid expenses                                       (22,484)                (54,750)
            Accounts payable and accrued expenses                 (237,001)                (35,007)
            Other                                                   (6,875)                  1,070
                                                                -----------             -----------
               Total adjustments                                 1,063,283                 150,131
                                                               -----------             -----------
               Net cash provided by operating
                  activities                                       883,328                 287,218
                                                               -----------             -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                          (49,277)                (28,185)
                                                               -----------             -----------
              Net cash used by investing activities                (49,277)                (28,185)
                                                               -----------             -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Purchases of treasury stock                                          --                  (9,516)
   Borrowings on line of credit                                  2,921,241               2,972,790
   Payments on line of credit                                   (4,014,370)             (3,486,252)
   Payments on long-term debt                                      (57,027)                (47,325)
                                                               -----------             -----------
         Net cash used by financing activities                  (1,150,156)               (570,303)
                                                               -----------             -----------
TRANSLATION EFFECT OF FOREIGN CURRENCIES                             6,872                     366

NET DECREASE IN CASH                                              (309,233)               (310,904)

CASH AT BEGINNING OF PERIOD                                        709,230                 821,544
                                                               -----------             -----------
CASH AT END OF PERIOD                                          $   399,997             $   510,640
                                                               ===========             ===========


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

              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, 2003, and the results of their operations and cash flows
    for the three months ended September 30, 2003, and 2002, 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 income/(loss) per share is based on the weighted average
    number of shares of common stock outstanding. For the periods ended
    September 30, 2003 and 2002, the Company's weighted average shares are
    calculated as follows:



                                                   September 30,       September 30,
                                                       2003                2002
                                                   -------------       -------------
                                                                   
    Weighted average common shares outstanding      1,171,812            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, 2003 and September 30, 2002,
    the Company and its subsidiaries had consolidated sales of $321,646 and
    $780,941 to a domestic customer for a total of 9.1% and 17% of consolidated
    sales. During the three months ended September 30, 2003 and September 30,
    2002, the Company and its subsidiaries had consolidated purchases of
    $1,063,496 and $1,600,995 from two vendors for a total of 51% and 49% of
    consolidated purchases.

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. 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.

    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 $56,121 and $224,569
    at September 30, 2003 and June 30, 2003, respectively. The foreign line of
    credit matures November 30, 2003 and bears interest at 5.625%. Management is
    currently in negotiations to renegotiate the terms and due dates of this
    foreign line of credit under what it believes will be comparable terms.

5.  INCOME TAXES

    The difference between the expected income tax benefit/(expense) at
    September 30, 2003 of $61,185 and ($60,343) at September 30, 2002 which
    would be determined by applying the statutory U.S. income tax rate of 34% to
    income/(loss) before income tax expense, are due to differences in the
    expected year-end effective income tax rate and increases in the valuation
    allowance because the determination that the realization of tax assets in
    future periods will be more likely than not can not be made at this time.

6.  OPERATING LEASES

    The Company leases equipment and office, warehouse and manufacturing space
    in Houston, TX; Butler, KY, Madill, OK; Shanghai, China; and Hong Kong. The
    Houston facility is a combination office/warehouse facility of approximately
    40,000 square feet, which the Company uses as its headquarters and as an
    Omni Gear assembly center, inventory warehouse, warranty repair, quality
    control, testing and inspection, and distribution center. The Houston
    facility is leased from a real estate investment company located in Houston,
    Texas, under a long-term lease expiring July 2005. The Butler facility is a
    35,000 square feet manufacturing facility. The Shanghai facility leases
    buildings in a manufacturing complex containing approximately 130,000 square
    feet.

7.  LITIGATION AND CONTINGENCIES

    The Company, from time to time, is a party to various legal proceedings that
    constitute ordinary routine litigation incidental to the Company's business.
    In the opinion of management, all such matters are either adequately covered
    by insurance or are not expected to have a material adverse effect on the
    Company.

8.  SUBSEQUENT EVENTS

    In October 2003, the Company committed to a plan to consolidate the
    operations of its Trailer and Implement Components business segment into one
    manufacturing facility. The Madill, Oklahoma facility was closed and its
    employees terminated or relocated to Butler, Kentucky. The inventory,
    machinery and equipment are being moved to Butler, Kentucky to fill excess
    capacity and space. While the Company is still committed to the Madill
    lease, it believes that the consolidation of manufacturing operations will
    reduce costs with little or no adverse impact to future sales levels. The
    Company anticipates approximately $25,000 in moving and severance expenses.

9.  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.
    Selected financial information by business segment with respect to these
    activities for the first quarter ended September 30th is as follows



                                                    2003                2002
                                                 -----------         -----------
                                                               
Net Sales
---------
   Power Transmission Components                 $ 2,740,136         $ 3,490,338
   Trailer and Implement Components                  803,097             971,755
                                                 -----------         -----------
   Total Omni U.S.A., Inc.                       $ 3,543,233         $ 4,462,093
                                                 ===========         ===========
Income (Loss) from Operations
-----------------------------
   Power Transmission Components                 $   (15,161)        $   225,594
   Trailer and Implement Components                  (72,900)             23,119
                                                 -----------         -----------
   Total Omni U.S.A., Inc.                       $   (88,061)        $   248,713
                                                 ===========         ===========
Net Income (Loss)
-----------------
   Power Transmission Components                 $   (68,718)        $   132,562
   Trailer and Implement Components                 (111,237)              4,525
                                                 -----------         -----------
   Total Omni U.S.A., Inc.                       $  (179,955)        $   137,087
                                                 ===========         ===========
Identifiable Assets
-------------------
   Power Transmission Components                 $ 6,846,488         $ 6,927,795
   Trailer and Implement Components                2,562,280           3,323,598
                                                 -----------         -----------
   Total Omni U.S.A., Inc.                       $ 9,408,768         $10,251,393
                                                 ===========         ===========
Revenues
--------
   Domestic                                      $ 3,093,997         $ 3,903,199
   Foreign                                           449,236             558,894
                                                 -----------         -----------
   Total Revenues                                $ 3,543,233         $ 4,462,093
                                                 ===========         ===========
Property and Equipment (Net)
----------------------------
   Domestic Customers                            $   504,974         $   591,007
   Foreign Customers                               1,160,882           1,180,151
                                                 -----------         -----------
   Total Property and Equipment                  $ 1,665,856         $ 1,771,158
                                                 ===========         ===========
Depreciation and Amortization
-----------------------------
   Power Transmission Components                 $    63,358         $    59,438
   Trailer and Implement Components                   29,413               9,895
                                                 -----------         -----------
   Total Omni U.S.A., Inc.                       $    92,771         $    69,333
                                                 ===========         ===========
Interest Expense
----------------
   Power Transmission Components                 $    66,110         $    76,196
   Trailer and Implement Components                   29,295              25,303
                                                 -----------         -----------
   Total Omni U.S.A., Inc.                       $    95,405         $   101,499
                                                 ===========         ===========


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
$1,646,901 at September 30, 2003. The Company had working capital of $1,911,659
as of September 30, 2003 and working capital of $2,108,437 as of June 30, 2003,
a decrease of $196,778. The decrease in working capital from June 30, 2003 was
due to decreases in sales, net operating losses and payments on the line of
credit.

        The Company had a cash balance of $399,997 as of September 30, 2003;
reflecting a negative cash flow of $309,233 compared to the June 30, 2003 cash
balance of $709,230. The Company's cash provided by operating activities for the
3 months ended September 30, 2003 of $883,328 consisted of the net loss for the
period and increases in accounts payable and inventory offset by combined
decreases in accounts receivable.

        The Company's cash used in investing activities for the three months
ended September 30, 2003 of $49,277 consisted of net capital expenditures for
the period.

        Net cash used by financing activities for the three months ended
September 30, 2003 of $1,150,156 consisted primarily of payments on the line of
credit and long-term debt.

        The Company's current ratio was 1.35 as of September 30, 2003, which is
a 3% increase when compared to the June 30, 2003 current ratio of 1.31.

        The Company believes that between its access to the line of credit
facilities and its anticipated ability to generate funds internally, it has
adequate capital resources to meet its working capital requirements for the next
fiscal year, given its current working capital requirements, known obligations,
and assuming current levels of operations. If however, operations do not remain
at current levels and the Company is unable to access or renew its line of
credit facilities or service its long term debt facilities, the Company will be
required to reduce its operations accordingly which may have a negative impact
on the Company to meet the needs of it customers, suppliers and credit
providers. In addition, the Company believes that it has the ability to raise
additional financing in the form of debt to fund additional capital
expenditures, if required.

Results for the Quarter ended September 30, 2003 compared with the Quarter ended
September 30, 2002

        The Company had net sales of $3,543,233 for the three months ended
September 30, 2003. This represents a decrease of 21% compared to the three
months ended September 30, 2002 net sales of $4,462,093. Management believes
that the decrease in sales is due to the annual sales cycle of the industry
during this time of year and some June 2002 deliveries that were delayed until
the three months ended September 30, 2002. The following table indicates the
Company's net sales comparison and percentage of change for the three months
ended September 30, 2003 and 2002:



-------------------------------------------------------------------------------------------------------------
                                    QUARTER                   QUARTER
                                     ENDED        % OF         ENDED        % OF         DOLLAR        %
NET SALES                           9/30/03       TOTAL       9/30/02       TOTAL        CHANGE      CHANGE
-------------------------------------------------------------------------------------------------------------
                                                                                     
Power Transmission Components      $2,740,136       77%      $3,490,338       78%      $(750,202)      (21%)
-------------------------------------------------------------------------------------------------------------
Trailer and Implement Components      803,097       23%         971,755       22%      $(168,658)      (17%)
-------------------------------------------------------------------------------------------------------------
Consolidated                       $3,543,233      100%      $4,462,093      100%      $(918,860)      (21%)
-------------------------------------------------------------------------------------------------------------


        Gross profit for the three months ended September 30, 2003 decreased
$468,674 to $750,759, compared to gross profit for the three months ended
September 30, 2002 of $1,219,433. The decrease in sales and gross profit was
primarily attributable to a decrease in sales in both business segments. Gross
profit as a percentage of net sales for the three months ended September 30,
2003 decreased to 21% as compared to 27% for the three months ended September
30, 2002. This decrease was primarily due to the product mix of sales with
decreased sales of higher margin power transmission components for the period.

        Selling, general and administrative expenses decreased $131,900 to
$838,820 in the three months September 30, 2003 compared to $970,720 in the
three months ended September 30, 2002. This included the reduction of certain
allowances and reserves in response to collection of certain older accounts
previously included in allowance for doubtful accounts and sales of slower
moving inventory previously included in the reserve for obsolete inventory.

        Income from operations for the Company decreased $336,774 to a loss of
$88,061 for the three months ended September 30, 2003, compared to an operating
income of $248,713 for the three months ended September 30, 2002. Income from
operations as a percentage of sales decreased to (2%) in the three months ended
September 30, 2003 compared to a gain of 6% in the three months ended September
30, 2002. This decrease is principally the result of decrease in sales and
margins to comparable periods.

        Interest expense decreased $6,094 to $95,405 for the three months ended
September 30, 2003 from $101,499 for the three months ended September 30, 2002.
The decrease resulted from decreased borrowings associated with the Company's
lines of credit and long-term debt.

        Other income (expense) was income of $3,511 for the three months ended
September 30, 2003 compared to $30,266 for the three months ended September
30, 2002. This change primarily relates to decreased commission income and VAT
refund on increased sales.

        The Company's net income decreased $317,042 resulting in a net loss of
$179,955, or a loss of ($0.15) per share, for the three months ended September
30, 2003 compared to a net income of $137,087 or $0.11 per share, for the three
months ended September 30, 2002.

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, 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 and international economies in which the
        Company sells its products,

    2)  changes in the availability of debt and equity capital resulting in
        increased costs, shareholder dilution, or reduced liquidity and lack of
        working capital,

    3)  cyclical downturns affecting the markets for our products over which we
        have no control,

    4)  our lack of ability to generate profitable operations and positive cash
        flows from those operations,

    5)  the effects of our failure to timely pay our outstanding debts,

    6)  substantial increases in interest rates,

    7)  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 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, 2003.

Item 6(a). Exhibits

           Exhibit 31.1

Item 6(b). Reports on filed Form 8-K.

           None

Item 7.    Controls and Procedures.

           Evaluation of disclosure controls and procedures. Within 90 days
           prior to the date of this report, the Company carried out an
           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
           concluded that 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")) are effective 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.

           Changes in internal controls. Subsequent to the date of their
           evaluation, 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 based on such evaluation.


                                   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 18, 2003                      OMNI U.S.A., INC.


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