OMNI USA INC
10QSB, 2000-02-11
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT
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<PAGE>


                       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 December 31, 1999

                         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 February 11, 2000 there were 3,623,092 shares of common stock $.004995 par
value outstanding.


                                       1

<PAGE>


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

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets
        December 31, 1999 and June 30, 1999

Condensed Consolidated Statements of Operations
        Three Months and Six Months Ended December 31, 1999 and
        December 31, 1998

Condensed Consolidated Statements of Cash Flows
        Three Months and Six Months Ended December 31, 1999 and
        December 31, 1998

Notes to Condensed Consolidated Financial Statements

Management's Discussion and Analysis of Financial Condition and Results of
Operations














                                       2

<PAGE>



                       OMNI U.S.A., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       DECEMBER 31, 1999 AND JUNE 30, 1999

<TABLE>
<CAPTION>
                                     ASSETS
                                                      December 31, 1999         June 30, 1999
                                                     -------------------       ---------------
<S>                                                  <C>                       <C>
CURRENT ASSETS
   Cash                                                     $    359,678           $   292,903
   Accounts receivable, trade, net                             2,996,614             2,920,896
   Accounts receivable, related parties                           15,720                12,069
   Inventories                                                 4,126,099             3,207,542
   Prepaid expenses                                               72,746                69,693
                                                     -------------------       ---------------

               TOTAL CURRENT ASSETS                            7,570,857             6,503,103
                                                     -------------------       ---------------
PROPERTY AND EQUIPMENT, net of
   Accumulated depreciation and amortization                   2,235,276             2,158,715
                                                     -------------------       ---------------
OTHER ASSETS
   Primarily intangible assets, net                              216,993               265,103
                                                     -------------------       ---------------

TOTAL ASSETS                                                $ 10,023,126           $ 8,926,921
                                                     ===================       ===============

                             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                                         $ 2,763,801            $ 2,672,455
   Line of credit                                             2,271,301              2,088,917
   Accrued expenses                                             429,469                486,205
   Current portion of long-term debt                            245,818                230,502
                                                     -------------------       ---------------

               TOTAL CURRENT LIABILITIES                      5,710,389              5,478,079
                                                     -------------------       ---------------

LONG-TERM DEBT                                                1,722,858                646,776
                                                     -------------------       ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock                                                  22,880                 17,885
   Additional paid-in capital                                 5,356,065              5,248,560
   Treasury Stock                                               (57,141)               (57,141)
   Retained earnings (deficit)                               (2,829,956)            (2,505,269)
   Foreign currency translation adjustment                       98,031                 98,031
                                                     -------------------       ---------------

               TOTAL STOCKHOLDERS' EQUITY                     2,589,879              2,802,066
                                                     -------------------       ---------------

     TOTAL LIABILITIES & STOCKHOLDERS' EQUITY               $10,023,126            $ 8,926,921
                                                     ===================       ===============
</TABLE>

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

                                       3

<PAGE>

                       OMNI U.S.A., INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
    For the Three Months and the Six Months Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                               THREE MONTHS    THREE MONTHS     SIX MONTHS     SIX MONTHS
                                                  ENDED           ENDED           ENDED          ENDED
                                               DECEMBER 31,    DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                                   1999           1998            1999           1998
                                              --------------- --------------  -------------- --------------
<S>                                           <C>             <C>             <C>            <C>

NET SALES                                         $5,053,520     $3,409,658      $8,893,968     $7,215,648

COST OF SALES                                      3,719,782      2,504,551       6,708,494      5,295,826
                                              --------------- --------------  -------------- --------------
GROSS PROFIT                                       1,333,738        905,107       2,185,474      1,919,822

OPERATING EXPENSES
     Selling, general and administrative           1,178,072      1,084,609       2,283,213      2,048,857
                                              --------------- --------------  -------------- --------------
OPERATING INCOME (LOSS)                              155,666       (179,502)        (97,739)      (129,035)

OTHER INCOME (EXPENSE)
     Interest expense                                (87,966)       (91,169)       (162,832)      (174,126)
     Other,net                                        (5,485)        13,822         (64,116)        40,083
                                              --------------- --------------  -------------- --------------
TOTAL OTHER INCOME (EXPENSE)                         (93,451)       (77,347)       (226,948)      (134,043)
                                              --------------- --------------  -------------- --------------

NET AND COMPREHENSIVE INCOME (LOSS)               $   62,215     $ (256,849)     $ (324,687)    $ (263,078)
                                              ===============  =============  ==============  =============

BASIC AND COMPREHENSIVE  EARNINGS (LOSS)
PER SHARE                                         $     0.02     $    (0.07)     $    (0.09)    $    (0.07)
                                              ===============  =============  ==============  =============

DILUTED EARNINGS (LOSS) PER SHARE                 $     0.02     $    (0.06)     $    (0.08)    $    (0.07)
                                              ===============  =============  ==============  =============
</TABLE>

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






                                       4

<PAGE>

                       OMNI U.S.A., INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
    FOR THE THREE MONTHS AND THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                 THREE MONTHS    THREE MONTHS      SIX MONTHS     SIX MONTHS
                                                    ENDED           ENDED            ENDED          ENDED
                                                 DECEMBER 31,    DECEMBER 31,     DECEMBER 31,   DECEMBER 31,
                                                    1999            1998             1999           1998
                                                --------------  --------------   -------------- --------------
<S>                                             <C>             <C>              <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                        $   62,215       $(256,849)       $(324,687)     $(263,078)
  Adjustments to reconcile net income (loss)
   to net cash (used) provided by operating
   activities:
      Depreciation and amortization                     82,669         142,279          182,711        197,473
      Changes in operating assets and
       liabilities:
         Accounts receivable                          (676,149)        419,771          (79,369)       902,064
         Inventories                                  (316,937)       (179,559)        (668,557)      (443,851)
         Prepaid expenses                               45,111         (44,726)           (3053)       (43,964)
         Intangible assets                                                               38,502
         Accounts payable and accrued
          expenses                                     195,515         298,819           34,610        242,293
                                                 -------------   -------------    -------------  -------------

          Total adjustments                           (669,791)        636,584         (495,156)       854,015
                                                 -------------   -------------    -------------  -------------

          Net cash (used) provided by
           operating activities                       (607,576)        379,735         (819,843)       590,937
                                                 -------------   -------------    -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Piecemaker, Inc.                                                      (350,990)
  Capital expenditures                                  (7,096)        (40,559)         (36,174)       (40,559)
                                                 -------------   -------------    -------------  -------------

          Net cash used by investing
           activities                                   (7,096)        (40,559)        (387,164)       (40,559)
                                                 -------------   -------------    -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Proceeds of borrowing on long-term debt                                             1,000,000
  Proceeds of Piecemaker acquisition financing                                          200,000
  Net borrowings/(payments) on line of credit          (35,597)       (286,902)         192,384       (607,350)
  Net borrowings/(payments) on long-term debt          (59,418)        (39,796)        (108,602)       (56,389)
                                                 -------------   -------------    -------------  -------------

          Net cash (used) provided by
           financing activities                        (95,015)       (326,698)       1,273,782       (663,739)
                                                 -------------   -------------    -------------  -------------

NET INCREASE (DECREASE) IN CASH                       (709,687)         12,478           66,775       (113,361)

CASH AT BEGINNING OF PERIOD                          1,069,365         152,458          292,903        278,297
                                                 -------------   -------------    -------------  -------------

CASH AT END OF PERIOD                               $  359,678       $ 164,936         $359,678      $ 164,936
                                                 =============   =============    =============  =============
</TABLE>

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



                                       5

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The consolidated financial statements have been prepared by the Company,
without audit, pursuant to the rules and regulations of 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 only of normal recurring adjustments, necessary to present fairly
the financial position of Omni U.S.A., Inc. and subsidiaries as of December
31, 1999, and the results of their operations and cash flows for the six
month and three month periods ended December 31, 1999, and December 31, 1998,
have been included. The results of operations for such interim periods are
not necessarily indicative of the results for the full year.

2. During the first fiscal quarter ended September 30, 1999, the Company
acquired $212,000 of fixed assets and $250,000 of inventory from Piecemaker,
Inc., a Madill, Oklahoma manufacturer of horse, livestock and utility trailer
component parts, in exchange for 100,000 shares of Omni USA, Inc. common
stock and $350,990 in cash.

3. During the first fiscal quarter ended September 30, 1999, the Company
entered into a loan agreement with PACCAR Inc. in the amount of $1,000,000.
Loan proceeds are to be used to support Shanghai Omni Gear's manufacturing of
planetary geardrives which will be sold by PACCAR Inc. under the distribution
agreement with them, dated September 9, 1999. The note term is 5 years with
quarterly payments of principle plus accrued interest of 8% commencing
December 2000. Under the terms of the loan, PACCAR, Inc. will be issued
between 350,000 and 500,000 warrants to purchase common stock. The warrants
may be exercised through September 2009, at $2.00 per share.

4. Basic, comprehensive and diluted earnings (loss) per share is based on the
weighted average number of shares of common stock outstanding. For the six
month and three month periods ended December 31, 1999, and December 31, 1998,
the Company's weighted average shares outstanding are calculated as follows:

<TABLE>
<CAPTION>

                                          Quarter     Quarter     Six Months   Six Months
                                           Ended       Ended        Ended        Ended
                                       December 31, December 31, December 31, December 31,
                                           1999        1998         1999         1998
                                       ------------ ------------ ------------ ------------
    <S>                                <C>          <C>          <C>          <C>

    Weighted average common shares        3,623,092    3,523,092    3,623,092    3,523,092

    Conversion of dilutive stock
    options                                  30,778      473,517      401,042      482,705
                                       ------------ ------------ ------------ ------------

    Dilutive weighted average
    common shares                         3,653,870    3,996,609    4,024,134    4,005,797
                                       ============ ============ ============ ============
</TABLE>

5. Interest paid on debt for the three months ended December 31, 1999 and
1998, was $87,966 and $91,169 respectively. Interest paid on debt for the six
months ended December 31, 1999 and December 31, 1998 was $162,832 and
$174,126, respectively. No income taxes were paid during the three months or
six months ended December 31, 1999 and 1998, respectively.

6. During the first fiscal quarter ended September 30, 1999, the Company
expensed $38,502 of unamortized organizational cost relating to the
implementation of Financial Accounting Standards Board SOP 98-5, "Reporting
on the Costs of Start-Up Activities."


                                       6

<PAGE>



7. MAJOR CUSTOMERS AND VENDORS: During the six months ended December 31,
1999, the Company and its subsidiaries had consolidated sales of $1,862,203
to a domestic customer for a total of 21% of consolidated sales. During the
six months ended December 31, 1999, the Company and its subsidiaries had
consolidated purchases of $4,906,963 from two vendors for a total of 55% of
consolidated sales.

8. 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.

<TABLE>
<CAPTION>
                               SEGMENT INFORMATION
                       FOR OMNI USA, INC. AND SUBSIDIARIES
- -------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED       NET SALES  INCOME FROM  INTEREST   IDENTIFIABLE    CAPITAL       DEPRECIATION/
DECEMBER 31, 1999                    OPERATIONS   EXPENSE      ASSETS     EXPENDITURES    AMORTIZATION
- -------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>          <C>        <C>           <C>             <C>
Power Transmission
Components              $4,060,481    $ 283,036   $71,103    $ 7,164,718       $16,477         $70,009
- -------------------------------------------------------------------------------------------------------
Trailer and Implement
Components                 993,039        5,730    17,323      2,858,408        12,601          12,690
- -------------------------------------------------------------------------------------------------------
Corporate and
Eliminations                           (133,100)
- -------------------------------------------------------------------------------------------------------
Total                   $5,053,520    $ 155,666   $87,966    $10,023,126       $29,078         $82,669
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED       NET SALES  INCOME FROM  INTEREST   IDENTIFIABLE    CAPITAL       DEPRECIATION/
DECEMBER 31, 1998                    OPERATIONS   EXPENSE      ASSETS     EXPENDITURES    AMORTIZATION
- -------------------------------------------------------------------------------------------------------
Power Transmission
Components              $2,605,204    $(110,130)  $70,848     $5,571,432       $40,559        $ 125,208
- -------------------------------------------------------------------------------------------------------
Trailer and Implement
Components                 804,454        5,628    20,321      2,069,021                         17,071
- -------------------------------------------------------------------------------------------------------
Corporate and
Eliminations*                           (75,000)
- -------------------------------------------------------------------------------------------------------
Total                   $3,409,658    $(179,502)  $91,169     $7,640,453       $40,559        $ 142,279
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED         NET SALES  INCOME FROM  INTEREST   IDENTIFIABLE    CAPITAL       DEPRECIATION/
DECEMBER 31, 1999                    OPERATIONS   EXPENSE      ASSETS     EXPENDITURES    AMORTIZATION
- -------------------------------------------------------------------------------------------------------
Power Transmission
Components              $6,909,301    $ 131,658  $135,139    $ 7,164,718       $23,573        $159,881
- -------------------------------------------------------------------------------------------------------
Trailer and Implement
Components                1,984,357      30,312    27,693      2,858,408        12,601          22,830
- -------------------------------------------------------------------------------------------------------
Corporate and
Eliminations                           (259,709)
- -------------------------------------------------------------------------------------------------------
Total                   $8,893,658    $ (97,739) $162,832    $10,023,126       $36,174        $182,711
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED         NET SALES  INCOME FROM  INTEREST   IDENTIFIABLE    CAPITAL       DEPRECIATION/
DECEMBER 31, 1998                    OPERATIONS   EXPENSE      ASSETS     EXPENDITURES    AMORTIZATION
- -------------------------------------------------------------------------------------------------------
Power Transmission
Components              $5,372,109    $ (74,879) $127,922     $5,571,432       $40,559        $165,639
- -------------------------------------------------------------------------------------------------------
Trailer and Implement
Components               1,843,539       95,844    46,204      2,069,021                        31,834
- -------------------------------------------------------------------------------------------------------
Corporate and
Eliminations*                          (150,000)
- -------------------------------------------------------------------------------------------------------
Total                   $7,215,648    $(129,035) $174,126     $7,640,453       $40,559        $197,473
- -------------------------------------------------------------------------------------------------------

</TABLE>
* - Amounts estimated for prior years

                                       7
<PAGE>

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 current ratio was 1.3 as of December 31, 1999, compared
with a current ratio of 1.2 as of June 30, 1999. The Company had working
capital of $1,860,468 as of December 31, 1999 and working capital of
$1,025,024 as of June 30, 1999. This represents an increase of $835,444 from
June 30, 1999. The change in working capital from June 30, 1999 was due
primarily to the funding of the PACCAR, Inc. loan (see Note 3) and increase
in inventory, partly due to the acquisition of Piecemaker, Inc. inventory
(see Note 2), in addition to other changes in working capital.

        The cash balance was $359,678 as of December 31, 1999; an increase of
$66,775 compared to the June 30, 1999 cash balance of $292,903. Accounts
receivable balance of $2,996,614 as of December 31, 1999 increased $75,718
compared to June 30, 1999 accounts receivable balance of $2,920,896. The
receivable collection period increased from 59 days to 61 days from June 30,
1999 to December 31, 1999, respectively.

        Inventory balance as of December 31, 1999 was $4,126,099; an increase
of $918,557 compared to June 30, 1999. At December 31, 1999, inventory
turnover was 100 days compared to 89 days at June 30, 1999.

        The Company believes that between its access to the revolving 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 and 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, if required.

RESULTS FOR THE QUARTER ENDED DECEMBER 31, 1999 COMPARED WITH THE QUARTER
ENDED DECEMBER 31, 1998

        The Company had an operating income of $155,666 for the quarter ended
December 31, 1999 compared to operating loss of $179,502 for the quarter
ended December 31, 1998. The Company had a net income of $62,215 ($0.02 per
share) for the quarter ended December 31, 1999, compared with a net loss of
$256,849 ($0.06 per share) for the quarter ended December 31, 1998.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
                                 QUARTER     %       QUARTER      %       DOLLAR     %
                                  ENDED               ENDED
NET SALES                       12/31/99  OF TOTAL   12/31/98  OF TOTAL   CHANGE  CHANGE
- -----------------------------------------------------------------------------------------
<S>                            <C>        <C>       <C>        <C>      <C>       <C>

- -----------------------------------------------------------------------------------------
Power Transmission Components  $4,060,481     80%   $2,605,204     76%  $1,455,277    56%
- -----------------------------------------------------------------------------------------
Trailer and Implement
Components                        993,039     20%      804,454     24%     188,585    23%
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Consolidated                   $5,053,520    100%   $3,409,658    100%  $1,643,862    48%
- -----------------------------------------------------------------------------------------
</TABLE>

        Selling, general and administrative expenses were $1,178,072 for the
quarter ended December 31, 1999, an increase of $93,463 or approximately 8.6%
over the quarter ended December 31, 1998 expenses of $1,084,609. These
expenses were approximately 23% of net sales compared to 32% for the quarter
ended December 31, 1998.


                                       8

<PAGE>

RESULTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH THE SIX MONTHS
ENDED DECEMBER 31, 1998

        The Company had an operating loss of $97,739 for the six months ended
December 31, 1999 compared to operating loss of $129,035 for the six months
ended December 31, 1998. The Company had a net loss of $324,687 ($0.08 per
share) for the six months ended December 31, 1999, compared with a net loss
of $263,078 ($0.07 per share) for the six months ended December 31, 1998.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
                               SIX MONTHS     %      SIX MONTHS     %      DOLLAR     %
                                  ENDED                ENDED
NET SALES                       12/31/99   OF TOTAL  12/31/98   OF TOTAL   CHANGE  CHANGE
- -----------------------------------------------------------------------------------------
<S>                            <C>         <C>      <C>         <C>     <C>        <C>

- -----------------------------------------------------------------------------------------
Power Transmission Components  $6,909,301     78%   $5,372,109     75%  $1,537,192    29%
- -----------------------------------------------------------------------------------------
Trailer and Implement
Components                      1,984,357     22%    1,843,539     25%     140,818     8%
- -----------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------
Consolidated                   $8,893,658    100%   $7,215,648    100%  $1,678,010    23%
- -----------------------------------------------------------------------------------------
</TABLE>

        Selling, general and administrative expenses were $2,283,213 for the
six months ended December 31, 1999, an increase of $234,356 or approximately
11% over the six months ended December 31, 1998 expenses of $2,048,857. These
expenses were approximately 26% of net sales compared to 28% for the six
months ended December 31, 1998.

        Although the Company has been increasing its first and second quarter
sales, the Company historically has experienced its lowest sales in the first
and second quarters, with a significant portion of its sales in the third and
fourth quarters. Management believes that fiscal year 2000 will continue in
that sales pattern.

YEAR 2000

        The Company has identified the internal software and imbedded
technology Year 2000 risks. The Company has performed internal test
operations using dates subsequent to Year 2000 (specifically, the Company's
financial and inventory systems) and has tested and evaluated its computer
operated machinery and facilities equipment.

        The Company has tested and has requested, and in some instances,
received written assurances from its software and hardware vendors and key
suppliers in its efforts to achieve Year 2000 compliance. Where such vendors
or key suppliers are unable to verify their readiness to the Company's
satisfaction, the Company will consider alternative or contingent vendors or
suppliers.

        The Company completed its Year 2000 assessment and remediation by
December 31, and has spent approximately $30,000 to date to assure Year 2000
compliance.

        As a result of the Company's year 2000 assessment and remediation,
the Company has not experienced any materially adverse effects on its
operations as a result of the Year 2000 issue. Nevertheless, there is no
assurance that the systems of other companies that interact with the Company
are sufficiently Year 2000 compliant so as to avoid any future adverse impact
on the Company's operations, financial condition and results of operations.





                                       9

<PAGE>

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. Actual results may
differ materially from those contemplated by the forward-looking statements.
These forward looking statements involve risks and uncertainties, including
but not limited to, the following risks: 1) cyclical downturns affecting the
markets for capital goods, 2) substantial increases in interest rates, 3)
availability or material increases in the costs of select raw materials, and
4) actions taken by competitors with regard to such matters as product
offerings pricing, and delivery. Investors are 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.



















                                      10

<PAGE>

                           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, 1999.

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.














                                      11

<PAGE>




                                   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:  February 10, 2000      OMNI U.S.A., INC.


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


                                     By:  /s/  David M. Sallean
                                        ----------------------------
                                        David M. Sallean
                                        Chief Financial Officer
















                                      12



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-2000
<PERIOD-START>                             OCT-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                         359,678
<SECURITIES>                                         0
<RECEIVABLES>                                3,139,302
<ALLOWANCES>                                   126,968
<INVENTORY>                                  4,126,099
<CURRENT-ASSETS>                             7,570,857
<PP&E>                                       4,115,238
<DEPRECIATION>                               1,879,962
<TOTAL-ASSETS>                              10,023,126
<CURRENT-LIABILITIES>                        5,710,389
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        22,880
<OTHER-SE>                                   2,566,999
<TOTAL-LIABILITY-AND-EQUITY>                10,023,126
<SALES>                                      5,053,520
<TOTAL-REVENUES>                             5,053,520
<CGS>                                        3,719,782
<TOTAL-COSTS>                                4,897,854
<OTHER-EXPENSES>                                 5,485
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              87,966
<INCOME-PRETAX>                                 62,215
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             62,215
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    62,215
<EPS-BASIC>                                       0.02
<EPS-DILUTED>                                     0.02


</TABLE>


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