<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                  ANNUAL REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED JUNE 30, 2003
                         COMMISSION FILE NUMBER: 0-17493


                                OMNI U.S.A., INC.
                              (Name of Registrant)


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


                      7502 MESA ROAD, HOUSTON, TEXAS 77028
                    (Address of principal executive offices)


                    Issuer's telephone number: (713) 635-6331
           Securities registered pursuant to Section 12(g) of the Act:


                         COMMON STOCK $.004995 PAR VALUE


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(g) of the Securities Exchange Act of 1934 during the past 12
months, and (2) has been subject to such filing requirements for the past 90
days.

                              YES [X]      NO [ ]


         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulations S-B contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form, 10-KSB. [ ]

         Issuer's revenues for its most recent fiscal year were $ 19,963,387.

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of September 22, 2003 was approximately $1,350,000 based on
quoted sales on the Over The Counter (OTC) Bulletin Board on such date.

         The number of shares of the Registrant's common stock outstanding as of
September 22, 2003 was 1,171,812.


                                       1

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

         Overview

         History of the Company. Omni U.S.A., Inc. (the "Company"), a Nevada
corporation, through its wholly-owned subsidiary, Omni U.S.A., Inc., a
Washington corporation ("Omni-Washington") and Omni-Washington's wholly-owned
subsidiary, Omni Resources, Ltd., a Hong Kong company ("Omni Resources"),
through its wholly-owned manufacturing facility, Shanghai Omni Gear Co., Ltd.
("Shanghai Omni Gear"), designs, develops, manufactures and distributes power
transmissions (also known as "gearboxes" or "enclosed geardrives") for use in
agricultural, industrial, "off-highway" and construction equipment. The Company,
through another wholly-owned subsidiary, Butler Products Corporation, designs,
develops, manufactures and distributes trailer and implement jacks and couplers,
which include light and heavy-duty jacks and couplers used in a variety of
trailers. The Company's products are distributed to original equipment
manufacturers and distributors in North America and in several foreign countries
including Argentina, Australia, Brazil, Canada, France, Mexico, New Zealand,
South Africa and Thailand. The Company began procuring the manufacture of its
products by Chinese manufacturers in China in 1980, and since 1986 substantially
all of its geardrives have been manufactured in China; 30% of its trailer and
implement products are manufactured in China and approximately 70% of its
trailer and implement products are manufactured in the United States.

         Omni-Washington, the Company's primary operating subsidiary, was
incorporated in 1961 and in 1974, began distributing power transmissions in the
U.S., and later established Omni Resources to distribute its products in certain
foreign markets. In 1988, Omni-Washington acquired the outstanding minority
ownership interest in Omni Resources and thereafter operated it as a wholly
owned subsidiary.

         Effective July 1, 1988, Ed Daniel, the then sole shareholder, exchanged
all of the outstanding stock of Omni-Washington for 6,650,000 shares of voting
Common Stock of Triste Corporation, a Nevada corporation incorporated in 1988
("Triste"), giving him a 42.5% interest in Triste. Triste thereafter changed its
name to Omni U.S.A., Inc. ("Omni" or the "Company").

         In December 1994, Omni Resources formed Shanghai Omni Gear, a
Cooperative Joint Venture Limited Liability Company (the "Joint Venture"), with
a Chinese manufacturing company that owns a multi-building manufacturing complex
in Shanghai for the purpose of manufacturing planetary and industrial
geardrives.

         The Articles of Association of the Joint Venture provide that each
joint venturer's liability for the obligations of the Joint Venture is limited
to such joint venturer's investment. The Joint Venture has a thirty-year term,
which can be extended for an additional ten years by consent of the joint
venturers. The Joint Venture may be liquidated in the event of either party's
failure to perform its obligations under the Joint Venture Agreement. Shanghai
Omni Gear manufactures the Company's planetary and helical geardrive product
lines. The facility is being used for assembly of planetary drives, helical
geardrives and inspection of drives produced in other Chinese manufacturing
facilities.

         Shanghai Omni Gear was formed in accordance with the Law of the
People's Republic of China on Cooperative Joint Ventures, and its activities are
governed by all laws, decrees, rules and regulations of the People's Republic of
China, including, but not limited to, labor and employment, tax, foreign
exchange and insurance laws and regulations. Shanghai Omni Gear is obligated to
contribute five percent of its after-tax profits per year, up to a maximum of
50% of the registered capital of the Company (or $1,312,500) to a reserve
enterprise development and welfare fund for staff and workers.

         The Chinese manufacturer contributed to the Joint Venture the use of
land and factory space in its manufacturing complex under a 30-year facilities
lease; Omni Resources agreed to contribute an aggregate of $2,625,000 in working
capital, leasehold improvements, machinery and other assets required to
establish a fully operational manufacturing facility, and, as of the date
hereof, has contributed approximately $3,270,000 to the Joint Venture. Omni
Resources controls Shanghai Omni Gear, as it appoints a majority of Shanghai
Omni Gear's Board of Directors and also appoints the General Manager of the
Joint Venture. The Chinese manufacturer has a single representative on Shanghai
Omni Gear's Board of Directors and does not participate in the profits of
Shanghai Omni Gear; its only return from Shanghai Omni Gear being a rental fee
from the facilities lease.


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         On October 1, 1996, the Company acquired 100% of the common stock of
Butler Products Corporation ("Butler"). Consideration paid to the shareholders
of Butler included $225,000 in cash, $500,000 in junior subordinated notes.
Located in Butler, Kentucky, Butler is a long-standing manufacturer of jack and
trailer products typically sold to manufacturers and distributors of heavy-duty
trailers.

         Commencing July 1, 1997, all towing products designed, developed,
manufactured and sold by the Company are marketed under the "Butler" name and
associated trademarks; all power transmission products designed, developed,
manufactured and sold by the Company are marketed under the "Omni Gear" name and
associated trademarks.

         On July 16, 1999, Butler acquired the assets of Piecemaker, Inc.
("Piecemaker"), a manufacturer of horse, agricultural and utility trailer
components located in Madill, Oklahoma. Subsequent to the Piecemaker
acquisition, Butler consolidated its small jack and coupler manufacturing
facilities with that of Piecemaker in Madill, OK. During fiscal year 2003,
Piecemaker divested itself of approximately $253,000 in inventory held for
resale but not manufactured by Piecemaker.

         On June 14, 2001, the Company effected a reduction in the number of
authorized shares of common stock and a corresponding one-for-three reverse
stock split of its common stock at a special meeting of the Board of Directors.
In addition, all holders of options or warrants to purchase future shares of the
Company's common stock were reduced on an equal basis of three to one. The par
value of the common stock was unchanged. The move was initiated to raise the
Company's share price above the $1.00 minimum level, which would enable Omni's
stock to meet the requirements and continue to trade on the NADSAQ SmallCap
Market.

         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. As of November 12, 2002
the Company is no longer listed on the NASDAQ exchange and is currently listed
and traded on the Over the Counter (OTC) Bulletin Board.

         Since the Company began selling power transmission products in 1974, it
has achieved a number of competitive advantages including:

         (i)    Strong customer relationships and a reputation for quality
                products at a good value;

         (ii)   Recognition as the low cost producer in the industry resulting
                from the Company's extensive Chinese manufacturing capability
                with Chinese contract manufacturers and with Shanghai Omni Gear;

         (iii)  Substantial market penetration in the agricultural implement
                market with right-angle gear boxes;

         (iv)   Reputation for responsive customer service;

         (v)    Recognition for design innovation in response to customers
                needs; and

         (vi)   The accumulation of a substantial body of technical and industry
                specific knowledge.

         The Company plans to build on this base of strategic advantages in its
attempt to achieve growth in both sales and profits in the power transmission
segment. To achieve this objective the Company has developed a growth strategy
encompassing the following:

         (i)    Expand market share in the planetary and industrial markets for
                power transmission components;

         (ii)   Continued improvement in operating efficiencies in Shanghai Omni
                Gear;

         (iii)  New product innovation and development; and

         (iv)   Evaluate new business opportunities, asset acquisitions and
                potential sales that maximize shareholder value and benefit the
                Company.

         Products


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         OMNI GEAR

         Power Transmission Components. Power transmissions (also known as
"enclosed geardrives" or "gearboxes") are configurations of gears enclosed in a
housing or casing that transfer or transmit power from one point to another.
Omni Gear currently distributes a standard product line of over 300,000 gearbox
configurations. As a percentage of revenues, Omni Gear's power transmission
components are its most significant product, representing 83% and 79% of the
Company's revenues in fiscal years 2003 and 2002.

         Although Omni Gear distributes power transmissions for numerous
applications and purposes, the majority of its sales revenues are derived from
sales of power transmission components manufactured for three distinct
applications:

         Agricultural equipment. Omni Gear distributes power transmissions for
         tractor powered implements with capacities ranging from 3 to 300
         horsepower for use in agricultural equipment, including post hole
         diggers, which are accessories attached to tractors used to dig post
         holes for fencing and tree planting; rotary cutters, which are large,
         heavy-duty mowers for use in agriculture and highway right-of-way and
         recreational area maintenance; grain augers, which convey grain to the
         top of grain silos; and geardrives for fertilizer spreader and
         roto-tiller applications.

         Irrigation systems. Omni Gear distributes right-angle gearboxes for
         vertical turbine pumps and electro-mechanical drivetrain components for
         mechanized irrigation. Omni Gear supplies both helical gear and worm
         gear primary drive units, some of which are integrated with electric
         motors, as well as worm gear and planetary gear final drives.

         Construction, mobile off-highway, industrial and utility equipment.
         Omni Gear distributes planetary drive power transmissions for use in
         construction, mobile off-highway (which includes a wide variety of
         equipment designed for use in rugged terrain, construction sites, or
         undeveloped areas), industrial, and utility equipment, such as
         four-wheel drive forklifts, skid steer loaders, telephone and power
         cable installation and replacement equipment, road rollers and dirt
         compactors. Planetary geardrives utilize more complex configurations of
         gears and are used in applications where transmission of high torque at
         low speeds is needed. Omni Gear believes that it can expand its share
         of the market of planetary drives, and Omni Gear's goal of increased
         production of these products was a primary factor in the Company's
         decision to establish a manufacturing facility in China.

         BUTLER

         Trailer and Implement Components. Butler manufactures a wide variety of
         jacks with capacities ranging from 1,000 lbs. to 220,000 lbs. These
         jacks are used to level and lift various trailers, agricultural
         implements and equipment for recreational, utility, construction,
         agricultural and trucking industries as well as for military
         applications. Butler's products include heavy-duty implement jacks,
         spring return jacks, stabilizing jacks and wheel chocks for
         semi-trailers, a series of high density polyethylene lubricating plates
         for the trucking industry and a complete line of bumper-pull and
         gooseneck couplers for trailers with gross weights up to 30,000 lbs.
         Butler's Oklahoma facility manufactures component parts for horse,
         livestock and utility trailers. Their products include greaseable gate
         and hinge sleeves, back gate handles and extensions, roller pin
         assemblies, spring loaded latches, butt bars and plates, hinge
         assemblies and roof bows. As a percentage of revenues, trailer and
         implement component sales represented 17% and 21% of the Company's net
         sales in fiscal years 2003 and 2002.

         New Products. The Company continues to improve its products and expand
product application. Currently, the Company is designing gearboxes to expand its
agricultural, universal, bevel, irrigation, planetary, commercial turf and
mobile utility geardrive product lines and Butler product lines.

         Product Manufacturing

         Current Manufacturing Arrangements. A majority of the Company's
geardrives are assembled incorporating raw materials and components manufactured
or produced in China by four manufacturers, some of whom the Company has been
doing business with since 1980. The Company believes that these manufacturers
can be relied upon to provide a reliable source of quality manufactured goods
for the foreseeable future. The Company and certain manufacturers have from time
to time memorialized their working relationships in written memoranda. In the
Company's experience, business relationships in China are not established and
are not governed by written agreements of contract, and the Chinese legal system
is not


                                       4

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sufficiently developed to provide for the enforcement of contracts or remedies
to an aggrieved party in the event of a breach of contract. Rather, business in
China is conducted primarily upon the basis of personal relationships among the
parties, and commercial disputes are resolved almost entirely through
negotiation. The Company believes that it has established solid working
relationships with these factories. These relationships are and will continue to
be critical to the Company's ability to obtain quality manufactured products on
acceptable terms.

         The Company owns a 35,000 square foot facility in Butler, Kentucky
where all jacks from 10,000 lbs. to 220,000 lbs. capacities are manufactured.
The light-duty jacks and bumper pull and gooseneck couplers are manufactured in
China in accordance with Butler's quality specifications, as are certain
components of its coupler line which are assembled at Butler's 20,000 sq. ft.
leased facility in Madill, OK.

         Availability of Raw Materials and Components. Product components and
raw materials are currently purchased from numerous suppliers in the U.S. and
China, selected by the Company on the basis of available production capacity,
reputation for quality, and relative costs. The Company believes that there are
sufficient supplies of raw materials and components in China to meet its needs
for the foreseeable future, and the Company's suppliers have generally been able
to meet the Company's specifications and schedules. However, in the few
instances in which resources of sufficient quality have not been available in
China, the Company has generally encountered little difficulty in locating
substitutes outside China and importing them for production. Based on the number
of potential suppliers in China, the Company does not believe that the loss of
any supplier would have a material adverse effect on the Company.

         Manufacturing Capacity. At this time, the Company has the ability to
expand its Shanghai Omni Gear facility to accommodate customer demand. The
contract manufacturers it currently employs possess sufficient excess capacity
to meet the Company's production requirements for the foreseeable future. Based
on the number of potential manufacturers in China and excess capacity of
manufacturers currently used, the Company does not believe that the loss of
services of any single manufacturer would have a material adverse effect on the
Company.

         Distribution, Sales and Marketing

         Distribution. The Company distributes its products primarily to
original equipment manufacturers and distributors. Customers with limited
requirements, and most of the Company's North American customers, typically
purchase Omni Gear product from inventories. Omni Resources, including Shanghai
Omni Gear, on the other hand, ships parallel shaft and planetary geardrive
products, marketed under Omni Gear, directly from the factory to U.S. customers
and foreign customers located primarily in Australia, Europe, South America and
Japan, or to other customers that purchase entire containers or production runs
of Omni Gear products. Butler distributes its products to after-market
distributors, trailer OEMs and export brokers. All products are shipped from
Butler's manufacturing facility in Butler, Kentucky or from Butler's facility in
Madill, Oklahoma. Sales are divided between Omni Gear, Omni Resources, and
Butler based on product line, location of the customer and size of the orders,
with the majority of the sales to customers in the United States.

         On October 3, 1994, the Company and its subsidiaries signed an
exclusive ten-year distribution agreement (the "Distribution Agreement") with
the Braden Winch division of PACCAR Inc. ("PACCAR"), an international
manufacturer, marketer and distribution of winches and planetary geardrives
located in Broken Arrow, Oklahoma. The Distribution Agreement was modified and
amended on September 9, 1999. The amendment extended the Distribution Agreement
to 2014. Under the terms of the Distribution Agreement, PACCAR will market and
distribute throughout the world (except Japan and China) planetary drives, parts
and accessories designed and manufactured by the Company. The drives and parts
will be marketed by PACCAR under the "Braden" trademark and trade name owned by
PACCAR. The Company retained the rights to sell its products in Japan and China,
and also retained the right to market its planetary drives under its own name to
certain original equipment manufacturers that it now services and to all current
and potential pivot irrigation makers or after-market resellers for products
designed exclusively for the irrigation market. By agreement dated April 30,
2001, the distribution agreement was modified to allow the Company to distribute
planetary drives, parts and accessories designed and manufactured by the Company
in the world market. PACCAR may continue to represent the Company on an
exclusive customer basis at the Company's option.


                                       5

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         The Company previously had a long time distribution agreement with
Champion Gear. In December 2002, the Company purchased all the assets of
Champion Gear, including customer and market information and all rights under
the product distribution agreement for $75,000, forgiveness of notes receivable
of $25,328 and settlement of all claims made by and counterclaims against the
Company. The purchase has been recorded in other assets.

         Sales. The Company's sales are influenced by a variety of seasonal,
economic and climatic factors affecting its customers, many of which are
difficult to predict. Since a large proportion of the Company's products are
utilized in the agriculture industry, the Company's sales are lower during the
fall and winter months while farming and ranching activity is slower. Drought,
flooding, commodity prices, government subsidies and U.S. Agricultural
Department policies that affect farmers also impact demand for the Company's
products. The Company believes that the seasonality in its sales will become
less pronounced as it increases its market share in the construction,
off-highway and utility equipment markets.

         The Company does not currently hold any government contracts, nor does
it sell more than an insignificant portion of its products to any governmental
agency. Accordingly, none of its contracts and subcontracts or purchase orders
are subject to governmental re-negotiation or cancellation.

         Marketing. The Company distributes product catalogs to prospects, as
well as soliciting sales directly from new customers. From time to time, the
Company has also acquired customer lists which it uses as a basis for
solicitation of new customers, as well as solicited sales by manufacturer's
representatives, distributors, direct marketing and trade shows. Sales to new
customers are rarely an effort by a salesperson alone and Company engineers are
often required to consult with prospective customers, assist in identifying,
designing and developing products that fulfill a new customer's particular
requirements. After a sale is made, Company engineers continue to consult with
the customer on product improvements and modifications. Power transmissions are
usually manufactured according to a customer's specific applications and
specification. Because incorporating a power transmission manufactured by a
different supplier may require changes in product design or expensive retooling,
customers often do not replace a current supplier's product with a standard
product of another manufacturer and therefore do not frequently change suppliers
of power transmissions. Accordingly, while the Company regularly solicits
additional sales from new customers, a large portion of its sales are made to
existing customers with minimal marketing effort.

         Inventories, Firm Orders and Backlogs. The Company maintains
approximately $1,755,000 in inventory at the Houston, Texas facility,
approximately $223,000 at the Butler, Kentucky facility, approximately $730,000
at the Madill, Oklahoma facility, approximately $828,000 at the Shanghai, China
facility, approximately $126,000 in Brazil and approximately $352,000 in
transit. Additionally, the Company has access to inventory located in bonded
warehouses and vendor facilities. The Company forecasts sales 12 months in
advance and maintains a three month rolling production schedule, which permits
the Company to maintain sufficient inventories to meet projected requirements of
its customers yet avoids excessive investments in inventory. The Company expects
that current inventory and production levels in the next fiscal year will
adequately supply product to fulfill the Company's backlog of orders.

         As of June 30, 2003, the Company's backlog was approximately
$6,773,000. The Company determines the amount of backlog by estimating purchases
to be made by established customers with blanket purchase orders with the
Company. Average delivery time for the Company's power transmission equipment
varies depending upon the product. The Company can often fill and ship an order
from inventory in twenty-four hours; orders for products that require minimal
modification to an existing product can often be shipped in a few days; and
custom products requiring extensive design and retooling for production can
require a six month production schedule. The Company believes that virtually its
entire backlog is shippable in the next fiscal year.

         Competition. The power transmission market is supplied by numerous
American and foreign manufacturers, ranging from conglomerates that distribute
broad product lines to customers around the world, to small manufacturers that
produce a limited number of products for specific applications to limited
markets. Accordingly, the market for power transmissions is difficult to define.
The Company identifies its competition according to power transmission and
trailer and implement components.


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         Power Transmission Components. In sales of power transmissions for 1)
rotary cutter, 2) tractor-powered implement and 3) universal geardrive product
lines, Omni Gear competes with a number of U.S. and foreign companies, including
Comer S.p.A. and Bondioli & Pavesi, each of which are Italian companies, and
Curtis Machine, Inc., Superior Gearbox Mfg., Inc., Hub City and Durst (both
divisions of Regal-Beloit Corporation), and ITG, all of which are American
companies, together with geardrives which are self-produced by certain OEM's.
Published statistics of the size of the market are not readily available.

         In sales of the irrigation geardrive market, Omni Gear's most
significant competitors in the marketplace are Durst and Ohio Gear (both
divisions of Regal-Beloit Corporation), U.S. Motors (a division of Emerson
Electric), and Universal Motion Components, together with irrigation geardrives
which are self-produced by certain OEM's.

         The Company estimates that the North American market for planetary
gearboxes with torque capacities up to 120,000 lbs. that Omni Gear can currently
supply is approximately $150,000,000 in sales per year, and that this market is
currently dominated by Auburn Gear, Fairfield Manufacturing and Eskridge
Manufacturing, all American companies. Other companies which supply planetary
geardrives in these rated torque capacities as a part of their overall planetary
products include Gear Products (a division of Blount), DP Manufacturing, Tulsa
Winch (a division of Dover), all American companies, and Brevini, Bosch Rexroth
AG, KYB, Carraro, Regiana & Riddutori, Teijin Seiki, and Trasmital Bonfiglioli,
all foreign companies. Omni Gear believes that it can increase its share in this
market in the future in spite of weak demand for construction and off-highway
equipment by providing quality product at reduced prices.

         Trailer and Implement Components. In sales of Butler light duty product
lines, Butler competes with a number of U.S. and foreign companies, including
Atwood, Fulton and Hammerblow. Butler's heavy-duty product lines compete with a
number of U.S. and foreign companies, including Kaiser Austin Westran, Jost,
Holland/Binkley, and Sudisa.

         The Company's most important competitive advantage is its competitive
pricing afforded by inexpensive Chinese labor and manufacturing costs. The
Company believes that it is competitive in its industry with respect to warranty
and return matters, payment terms, and product quality.

         Other

         Employment. The Company currently employs approximately one hundred
ninety-four persons worldwide; (i) one hundred forty-four by Shanghai Omni Gear,
(ii) eighteen at the Company's Houston, Texas facility, (iii) twenty-three at
the Company's facilities in Butler, Kentucky, and (iv) nine at the Company's
facility in Madill, OK. Fifteen of Butler's thirty-two employees are unionized.
No other Company employees are unionized or attempting to unionize. Management
believes its relations with its employees, union and non-union, are good.

         Research and Development. The Company currently employs two full-time
engineers who design products to meet new customer specification or applications
and to make refinements in product manufacturing processes and product quality.
Research and development expenses, unless otherwise specified, are reflected in
the Company's financial statements as part of operating expenses.

         Intangible Properties. The Company manufactures, advertises and sells
its products under numerous trademarks. Omni(R), Omni USA(R), Omni Gear(R), and
Butler(TM) trademarks are the primary marks under which the Company's products
are sold. The Company also owns other trademarks under which gearbox products
are sold such as RC-20(R), RC-30(R), RC-51(R), RC-61(R), RC-61T(R), RC-65T(R),
RC-71(R), RC-81(R), RC-91(R), RC-110(R), RCD-101(R), PHD-26HD(R), PHD-50A(R),
PHD-75(R), IR-15(R), IR-50(R), OFD-50(R), RC-130(TM), RC-25(TM), Irri-Torq(TM),
Voyager(R), Galaxy(TM), Enforcer(TM), Enforcer II(TM), Slick Disc(TM), and
Slider(R). Management believes that the Company's trademarks are well known in
its markets, are valuable and that their value is increasing with the
development of its business. The Company is not dependent on any one such
trademark. The Company vigorously protects its trademarks against infringement.
The Company has registered its trademarks in the appropriate jurisdictions.

         Environmental Matters. The Company is not a party to any legal or
regulatory proceedings seeking to impose liability or responsibility for any
environmental damages or violations of any environmental laws or regulations,
nor is it aware of any circumstances in which its activities in China or in the
United States have created any basis for any environmental liability or
responsibility for damages.


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         Government Regulation. The Company is not subject to governmental
regulations other than those that typically apply to businesses importing
foreign manufactured goods into the United States and other countries, such as
customs laws and regulations. The Joint Venture is subject to certain Chinese
laws and regulations governing labor and employment, taxation, insurance,
foreign exchange, and other business matters, but the Company does not regard
these laws and regulations as significantly different in form or effect as those
that apply to the Company generally.


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ITEM 2.  DESCRIPTION OF PROPERTY

         The Company currently leases facilities located in Houston, Texas;
Madill, Oklahoma; and China, and owns a 35,000 square foot manufacturing
facility in Butler, Kentucky.

         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 Phenix Investment Company, a real estate investment company
located in Houston, Texas under a long-term lease expiring July 2005, at a rate
of $8,500 per month.

         Butler owns a 35,000 sq. ft. manufacturing facility in Butler, Kentucky
and leases a combination office/warehouse of approximately 20,000 sq. ft. in
Madill, Oklahoma under a long-term lease expiring July 2004, at a rate of $5,700
per month, less $1,425 for a sublease of 6,000 sq.ft.

         Shanghai Omni Gear leases buildings in a manufacturing complex
containing approximately 130,000 square feet pursuant to a 30-year lease at a
rate of approximately $10,000 per month. The existing space is sufficient for
the activities currently conducted there; however, Shanghai Omni Gear has the
ability to acquire additional space in the complex if needed to expand future
operations.

         The Company believes that its facilities are adequate for its needs in
the foreseeable future. In the event that any of the facilities became
unavailable for use by the Company for any reason, the Company believes that
alternative facilities are available on terms and conditions acceptable to the
Company.

ITEM 3.  LEGAL PROCEEDINGS

         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.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of the security holders of the
Company during the quarter or fiscal year ended June 30, 2003.


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                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


         The Company's Common Stock trades on the NASDAQ Over-The-Counter tier
of the NASDAQ Stock Market under the symbol "OUSA".

         The following table sets forth in the periods indicated the range of
low and high sales prices per share of the Company's Common Stock traded as
reported by the NASDAQ Stock Market (amounts have been restated to account for
the reverse stock split):


         Quarter Ending                Low                  High
         --------------                ---                  ----

           06/30/01                    0.84                 1.98

           09/30/01                    1.00                 1.73

           12/31/01                    0.78                 1.12

           03/31/02                    0.75                 0.97

           06/30/02                    0.86                 1.16

           09/30/02                    0.55                 1.20

           12/31/02                    0.25                 1.05

           03/31/03                    0.25                 0.35

           06/30/03                    0.35                 1.01


         On 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 $1,000,000. 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. In fiscal year 2003, the Company repurchased 36,100 shares of Omni stock.

         As of September 22, 2003, the closing price of the Company's Common
Stock was $1.70 per share. As of June 30, 2003, there were approximately 550
holders of record of the Company's Common Stock.

         The Company has never paid cash dividends on its Common Stock. As a
result of net losses in prior fiscal years, the Company has a cumulative
retained deficit of $2,391,717 as of June 30, 2003; accordingly, the Company may
be prohibited by legal restrictions on capital from paying cash dividends for
the foreseeable future. In addition, the Company's revolving line of credit
facility prohibits the payment of dividends. While any determination as to the
payment of cash dividends will depend upon the Company's earnings, general
financial condition, capital needs, and other factors, the Company presently
intends to retain any earnings to finance working capital needs and expand its
business, and therefore does not expect to pay cash dividends in the foreseeable
future.


                                       10

<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         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
$2,740,030 at June 30, 2003. The Company had working capital of $2,108,437 as of
June 30, 2003 and $1,632,585 as of June 30, 2002; an increase of $475,852 during
the fiscal year ended June 30, 2003. The change in working capital was due
primarily to increases in accounts receivable and decreases in accounts payable
and borrowings on the Company's lines of credit and current notes payable, which
were offset by decreases in inventory and increases in accrued expenses in the
fiscal year ended June 30, 2003.

         The Company's had negative cash flow of $112,314 which resulted in a
cash balance of $709,230 at the year ended June 30, 2003, compared to the June
30, 2002 cash balance of $821,544. The negative cash flow was generated by
increases in payments to the line of credit and notes payable.

         The inventory balance as of June 30, 2003 was $4,014,108; a decrease of
$154,418 compared to the June 30, 2002 inventory of $4,168,526. Inventories have
decreased from the prior year end in due to Piecemaker selling approximately
$253,000 in inventory held for resale but not manufactured by Piecemaker.

         The Company's cash used in investing activities for the year ended June
30, 2003 of $(355,792) consisted primarily of capital expenditures for fixed
assets and the acquisition of other assets from Champion Gear, compared to
$50,956 for the year ended June 30, 2002. This increase is mostly attributed to
Shanghai Omni Gear's need to increase manufacturing capacity to keep production
parallel with our customers' demands. The Company believes that its present
facilities and planned capital expenditures are sufficient to provide adequate
capacity for operations in the next fiscal year.

         Net cash used from financing activities for the year ended June 30,
2003 of ($659,275) consisted of net payments on the revolving line of credit of
$110,240, payments on long-term debt of $506,105 and purchases of treasury stock
of $42,930.

         The Company's current ratio was 1.31 as of June 30, 2003, which is an
7% increase when compared to the June 30, 2002 current ratio of 1.23.

         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.


                                       11

<PAGE>

         Results of Operations

         Fiscal year ended June 30, 2003, compared to fiscal year ended June 30,
2002. The Company's business is cyclical and dependent on industrial spending
levels and is impacted by the strength of the economy and other factors. The
Company had net sales of $19,963,387 for the year ended June 30, 2003. This
represents an increase of 11% compared to the year ended June 30, 2002 net sales
of $18,051,928. The following table indicates the Company's net sales comparison
and percentage of change for the years ended June 30, 2003 and 2002:

<TABLE>
<CAPTION>
         --------------------------------------------------------------------------------------------------------------
                                                YEAR ENDED        %       YEAR ENDED      %          DOLLAR        %
         NET SALES                                6/30/03      OF TOTAL     6/30/02    OF TOTAL      CHANGE     CHANGE
         --------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>     <C>            <C>      <C>            <C>
         Power Transmission Components          $ 16,530,045       83%    $14,236,785      79%    $ 2,293,260      16%
         --------------------------------------------------------------------------------------------------------------
         Trailer and Implement Components          3,433,342       17%      3,815,143      21%       (381,801)    (10%)
         --------------------------------------------------------------------------------------------------------------
         Consolidated                           $ 19,963,387      100%    $18,051,928     100%    $ 1,911,459      11%
         ==============================================================================================================
</TABLE>

The increase was primarily due to increased sales volume from new customers.

         Gross profit for the year ended June 30, 2003 increased $1,101,360 to
$4,432,942, compared to gross profit for the year ended June 30, 2002 of
$3,331,582. The increase in gross profit is due primarily to the increase in
sales. Gross profit as a percentage of net sales was 22% for the year ended June
30, 2003, compared with 18% for the year ended June 30, 2002. This change in
gross margin percentage is primarily attributable to improved product mix of
sales for the year with higher margins and bulk purchase pricing incentives
providing decreasing costs.

         Selling, general and administrative expenses increased $505,913 to
$3,981,376 in the year ended June 30, 2003 from $3,475,463 in the year ended
June 30, 2002. Selling, general and administrative expenses as a percentage of
sales were 19% for both years ended June 30, 2003 and 2002. The increases in
selling, general and administrative expenses are due to increased sales..

         Income (loss) from operations for the Company increased $595,447 to
$451,566 for the year ended June 30, 2003, compared to ($143,881) for the year
ended June 30, 2002. This increase is primarily the result of increased sales
volumes in the year ended June 30, 2003.

         Interest expense increased $27,017, to $420,027 for the year ended June
30, 2003 from $393,010 for the year ended June 30, 2002. The increase resulted
from increased borrowings occurring within the year which was partially offset
by declining interest rates and favorable terms on new and refinanced debt.

         Other income (expense) was income of $363,921 for the year ended June
30, 2003 compared to an income of $69,009 for the year ended June 30, 2002. The
change was mostly attributable to the VAT refund in the Shanghai manufacturing
facility.

         The Company's net income increased $824,873 to $364,153, or $0.31 per
share, for the year ended June 30, 2003 compared to ($460,720), or ($0.38) per
share, for the year ended June 30, 2002.


                                       12

<PAGE>

Cautionary Statement. This Annual Report on Form 10-KSB contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. The words "believes," "anticipates," "plans," "expects," and other similar
expressions are intended to identify forward-looking statements. Investors are
cautioned that such forward-looking statements are based on the current
expectations of management and are inherently subject to a number of risks and
uncertainties that could cause the actual results of the Company to differ
materially from such forward-looking statements. 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 is not obligated to update or revise the aforementioned statements
for those new developments.


                                       13

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS



                       OMNI U.S.A., INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002
















                                       14

<PAGE>

                            Harper & Pearson Company
                            One Riverway, Suite 1000
                              Houston, Texas 77056




                          INDEPENDENT AUDITOR'S REPORT


To the Stockholders and
Board of Directors of
Omni U.S.A., Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Omni U.S.A.,
Inc. and Subsidiaries as of June 30, 2003 and 2002, and the related consolidated
statements of operations and comprehensive loss, changes in stockholders' equity
and cash flows for the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Omni U.S.A., Inc.
and Subsidiaries at June 30, 2003 and 2002, and the results of their operations
and their cash flows for the years then ended, in conformity with generally
accepted accounting principles in the United States.



                                      /s/ HARPER & PEARSON COMPANY



Houston, Texas
September 23, 2003


                                       15

<PAGE>

                       OMNI U.S.A., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2003 AND 2002

                                     ASSETS

<TABLE>
<CAPTION>
                                                                         2003                   2002
                                                                     ------------           ------------
<S>                                                                   <C>                    <C>
CURRENT ASSETS
   Cash                                                              $   709,230           $    821,544
   Accounts receivable, trade, net                                      3,891,727              3,440,402
   Accounts receivable, related parties                                    29,167                 28,063
   Inventories, net                                                     4,014,108              4,168,526
   Notes receivable, trade                                                 63,810                 89,138
   Prepaid expenses                                                       224,049                114,912
   Deferred tax assets                                                          -                 40,393
                                                                     ------------           ------------

               TOTAL CURRENT ASSETS                                     8,932,091              8,702,978
                                                                     ------------           ------------

PROPERTY AND EQUIPMENT, net of
   accumulated depreciation and amortization                            1,706,669              1,812,007
                                                                     ------------           ------------


OTHER ASSETS - primarily intangible assets, net                           330,248                204,265
                                                                     ------------           ------------

TOTAL ASSETS                                                         $ 10,969,008           $ 10,719,250
                                                                     ============           ============

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                  $  2,805,776           $  3,001,120
   Revolving line of credit                                             2,740,030              2,850,270
   Accrued expenses                                                       458,244                217,154
   Current portion of notes payable                                       819,604              1,001,849
                                                                     ------------           ------------

               TOTAL CURRENT LIABILITIES                                6,823,654              7,070,393
                                                                     ------------           ------------

NOTES PAYABLE                                                           1,161,953                986,604
                                                                     ------------           ------------

STOCKHOLDERS' EQUITY
   Common stock (1,227,079 shares issued and 1,171,812  and                 6,129                  6,129
   1,207,912 shares outstanding, respectively)
   Additional paid-in capital                                           5,372,815              5,372,815
   Treasury stock (55,267 and 19,167 shares respectively)               (100,071)               (57,141)
   Retained deficit                                                   (2,391,717)            (2,755,870)
   Foreign currency translation adjustment                                 96,245                 96,320
                                                                     ------------           ------------

               TOTAL STOCKHOLDERS' EQUITY                               2,983,401              2,662,253
                                                                     ------------           ------------

TOTAL LIABILITIES & STOCKHOLDERS'  EQUITY                            $ 10,969,008           $ 10,719,250
                                                                     ============           ============
</TABLE>

See accompanying notes.


                                       16

<PAGE>

                       OMNI U.S.A., INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                            2003                 2002
                                                                        -------------        -------------
<S>                                                                     <C>                  <C>
NET SALES                                                               $  19,963,387        $  18,051,928


COST OF SALES                                                             (15,530,445)         (14,720,346)
                                                                        -------------        -------------


      Gross Profit                                                          4,432,942            3,331,582
                                                                        -------------        -------------


OPERATING EXPENSES
   Selling, general and administrative                                     (3,981,376)          (3,475,463)
                                                                        -------------        -------------


      Operating income (loss)                                                 451,566            (143,881)

OTHER INCOME (EXPENSE)
   Commission income, net                                                       9,086                7,162
   Interest expense                                                          (420,027)            (393,010)
   Other, net                                                                 363,921               69,009
                                                                        -------------        -------------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE                                       404,546             (460,720)

INCOME TAX EXPENSE                                                             40,393                    -
                                                                        -------------        -------------
NET INCOME (LOSS)                                                             364,153             (460,720)
                                                                        -------------        -------------
LOSS ON FOREIGN CURRENCY TRANSLATION ADJUSTMENT
                                                                                  (75)                (628)
                                                                        -------------        -------------
COMPREHENSIVE INCOME (LOSS)                                             $     364,078        $    (461,348)
                                                                        =============        =============

BASIC INCOME (LOSS) PER SHARE                                           $        0.31        $       (0.38)
                                                                        =============        =============

DILUTED INCOME (LOSS) PER SHARE                                         $        0.31        $       (0.38)
                                                                        =============        =============
</TABLE>

See accompanying notes.


                                       17

<PAGE>

                        OMNI U.S.A INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


<TABLE>
<CAPTION>

                                       Common Stock
                                     ------------------
                                      Number               Additional                             Foreign
                                     of Shares              Paid-In     Treasury     Retained     Currency
                                    Outstanding  Amount     Capital      Stock        Deficit    Adjustment    Total
                                     ---------------------------------------------------------------------------------
<S>                                  <C>         <C>       <C>          <C>         <C>            <C>       <C>
Balance, June 30, 2001               1,207,912   $6,129   $5,372,815   $(57,141)   $(2,295,150)   $96,948   $3,123,601

Net Loss                                                                              (460,720)               (460,720)

Unrealized loss on foreign
  currency translation adjustment                                                                    (628)        (628)
                                     ---------------------------------------------------------------------------------

Balance, June 30, 2002               1,207,912    6,129    5,372,815    (57,141)    (2,755,870)    96,320    2,662,253

Treasury Stock Repurchased             (36,100)                         (42,930)                               (42,930)

Net Income                                                                             364,153                 364,153

Unrealized loss on foreign
  currency translation adjustment                                                                     (75)         (75)
                                     ---------------------------------------------------------------------------------

Balance, June 30, 2003               1,171,812   $6,129   $5,372,815  $(100,071)   $(2,391,717)   $96,245   $2,983,401
                                     =================================================================================
</TABLE>

See accompanying notes.


                                       18

<PAGE>

                       OMNI U.S.A., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                     2003                  2002
                                                                                  ------------         ------------
<S>                                                                               <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                                               $    364,153         $   (460,720)
                                                                                  ------------         ------------
  Adjustments to reconcile net income (loss) to net cash provided by operating
    activities:
        Depreciation and Amortization                                                  363,605              350,514
        Deferred tax expense                                                            40,393                    -
        Loss on disposal of assets                                                       4,542                3,511
        Changes in operating assets and liabilities:
              Accounts and Notes receivable                                           (427,101)             (35,692)
              Inventories                                                              154,418              817,384
              Prepaid expenses                                                        (109,137)              (6,688)
              Accounts payable and accrued expenses                                    511,955             (610,064)
                                                                                  ------------         ------------
                Total adjustments                                                      538,675              518,965
                                                                                  ------------         ------------

                Net cash provided by operating
                  activities                                                           902,828               58,245
                                                                                  ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                                  (224,320)             (50,956)
  Acquisition of other assets                                                         (131,472)                   -
                                                                                  ------------         ------------

                Net cash used by investing activities                                 (355,792)             (50,956)
                                                                                  ------------         ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings on lines of credit                                       14,410,218           13,678,044
  Payments on line of credit                                                       (14,520,458)         (13,598,935)
  Proceeds from borrowings on notes payable                                                  -              253,727
  Purchase of Treasury Stock                                                           (42,930)                   -
  Payments on notes payable                                                           (506,105)            (177,054)
                                                                                  ------------         ------------

                Net cash (used) provided by financing
                  activities                                                          (659,275)             155,782
                                                                                  ------------         ------------

Loss on foreign currency translation adjustment                                            (75)                (628)
                                                                                  ------------         ------------
NET (DECREASE) INCREASE IN CASH                                                       (112,314)             162,443

CASH AT BEGINNING OF PERIOD                                                            821,544              659,101
                                                                                  ------------         ------------
CASH AT END OF PERIOD                                                             $    709,230         $    821,544
                                                                                  ============         ============
</TABLE>

See accompanying notes.


                                       19

<PAGE>

NOTE 1        BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
              POLICIES

              Principles of Consolidation - Omni U.S.A., Inc. (the Company) is
              incorporated in the state of Nevada. The Company's consolidated
              financial statements include the accounts of the Company and its
              wholly-owned subsidiaries Omni U.S.A., Inc. (a Washington
              Company), Omni Resources, Ltd. (a Hong Kong Corporation), Butler
              Products Corporation (a Kentucky Corporation) and Omni Gear de
              Brazil (a Brazilian Company). The financial statements of Omni
              Resources, Ltd. include the activity of its wholly-owned
              subsidiary, Shanghai Omni Gear Co., Ltd. located in Shanghai,
              China. All material inter-company transactions and balances have
              been eliminated in consolidation.

              Organization and Business - The Company designs, develops,
              manufactures and distributes power transmission components and
              trailer and implement components, used primarily for agricultural,
              material handling, mobile off-highway and industrial purposes, to
              original equipment manufacturers and distributors worldwide. The
              Company's manufacturing and distribution system involves locating
              qualified domestic or foreign manufacturers of products, (in the
              case of contract manufacturing) contracting with such
              manufacturers, and distribution to an ultimate third party
              customer. The Company also self-produces products using both
              domestic and foreign components. Since 1986, the Company's power
              transmission products have been manufactured primarily in China
              and approximately 70% of the Company's towing products are
              manufactured in the United States. In 2002, the Company formed
              Omni Gear de Brazil to distribute its products in Brazil and South
              America. Currently, its operations have been minimal and limited
              to sales to primarily one customer.

              Estimates - The preparation of financial statements in conformity
              with generally accepted accounting principles requires management
              to make estimates and assumptions that affect the reported amounts
              of assets and liabilities and disclosure of contingent assets and
              liabilities at the date of the financial statements and the
              reported amounts of revenues and expenses during the reporting
              period. Actual results could differ from those estimates.

              Revenue Recognition - The Company adopted The Securities and
              Exchange Commission Staff Accounting Bulletin (SAB) 101 in the
              fourth quarter of the fiscal year ended June 30, 2001 and the
              Company's revenue recognition policies are in compliance with SAB
              101. The Company's acceptance provisions, as some products are
              manufactured to customer specifications, are that customers must
              approve engineered drawings in advance, place a firm purchase
              order with the Company for manufacture of the products and
              initially approve a representative sample prior to manufacture.
              Costs of shipping and handling for the Company are generally
              accounted for as a component of cost of sales with revenues
              recorded gross. The Company recognizes revenues upon shipment to
              the customer.

              Warranties - The Company's policy for warranties stipulates that
              Omni Gear's products and Butler Products' products are warranted
              to be free of defects in material and workmanship and to meet Omni
              Gear's and Butler Products' specifications at the time of sale.
              The Company accounts for warranties by accruing a liability for
              warranty provision based on the Company's historical analysis of
              warranty costs. To date, however, actual return rates have been
              very low and incremental costs associated with those returns have
              been historically immaterial to the Company. The Company has a
              policy for sales returns, whereby the customer may apply for and
              be granted the right to return product for warranty consideration.
              Once returned, the product is inspected for warranty qualification
              and, if granted, warranty work is performed and the product
              generally returned to the customer.


                                       20

<PAGE>

NOTE 1        BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
              POLICIES (Continued)

              Concentration of Credit Risk - Financial instruments which
              potentially subject the Company to concentrations of credit risk
              consist principally of trade receivables and cash. The Company
              places its cash with high credit quality financial institutions.
              Cash in financial institutions located abroad totaled $560,493 and
              $130,548 in 2003 and 2002, respectively.

              Trade accounts receivable consist of receivables from both
              domestic and foreign customers in various industries and
              geographic regions worldwide, with more than one half of
              consolidated sales being to customers in the Southern and Central
              United States. Generally, no collateral or other security is
              required to support customer receivables. An allowance for
              doubtful accounts is established as needed based upon factors
              surrounding the credit risk of specific customers, historical
              trends and other information.

              As of June 30, 2003, one customer accounted for 28% of
              consolidated receivables. As of June 30, 2002 one customer
              accounted for 19% of consolidated receivables.

              Notes receivable result from sales made with extended credit terms
              and are payable in monthly installments and carry interest.

              The Company has inventory located in China of approximately
              $827,846 and $615,680 at June 30, 2003 and 2002, respectively and
              Brazil of approximately $125,831 at June 30, 2003.

              Inventories - Inventories are stated at the lower of cost or
              market using the weighted average cost for inventories on hand and
              the specific identification method for any other inventory. The
              Company records inventory and any related obligation at the time
              title to the goods passes to the Company based on the specific
              terms of the transaction.

              Property, Equipment, Depreciation and Amortization - Property and
              equipment are stated at cost. Depreciation and amortization are
              computed over the estimated useful lives of the assets using the
              straight-line method for financial reporting purposes as follows:

<TABLE>
<CAPTION>
                                                                          Estimated useful
                                                                            lives (years)
                                                                            -------------
<S>                                                                       <C>

              Warehouse, manufacturing and office equipment                   3 to 10
              Leasehold improvements                                          5 to 10
              Tooling costs                                                   5 to 10
</TABLE>

              The costs of repairs and maintenance are charged to operations
              when incurred. Major renewals or improvements are capitalized.
              When properties are sold or retired, the cost and related
              accumulated depreciation and amortization are removed from the
              accounts and any resulting gain or loss is included in the results
              of operations.


                                       21

<PAGE>

NOTE 1        BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
              POLICIES (Continued)

              Intangible Assets and Organizational Costs - Intangible assets
              consist of goodwill from the Butler Products acquisition,
              engineering plans, designs, trademarks and patents. Amortization
              is provided on a straight-line basis over five to fifteen year
              periods. The Company adopted SFAS No. 142 effective July 1, 2001.
              At June 30, 2003 and 2002, the Company had $168,000 in intangible
              goodwill that will no longer be amortized under this statement.
              Management believes that there is no impairment to goodwill at
              June 30, 2003 and 2002.

              Foreign Currency Translation - There are significant operations in
              Mainland China and some operations in Brazil; 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 in which
              the functional currency is that of the foreign location. Income
              and expense amounts are translated at the average rates of
              exchange for the periods. These translation adjustments are
              reported separately as a component of stockholders' equity.
              Current year changes are included in comprehensive income.

              Earnings Per Share - Basic earnings per share (EPS) is computed by
              dividing consolidated net income available to common shareholders
              by the weighted-average number of common shares outstanding for
              the year. Diluted EPS reflects the potential dilution that could
              occur if dilutive securities and other contracts to issue common
              stock were exercised or converted into common stock or resulted in
              the issuance of common stock that then shared in the consolidated
              net income of the Company.

              Fair Value of Financial Instruments - The fair values of financial
              instruments approximate their reported carrying amounts at June
              30, 2003 and 2002 due to their relative short lives for current
              assets and liabilities and long-term liabilities are at interest
              rates comparable to current market rates. As of June 30, 2003 and
              2002, the Company does not have any derivatives and has
              experienced no impact from adoption of SFAS No. 133.

              Other income - Other income includes value added tax subsidies
              received from the Chinese government for export sales outside of
              China as well as income received from sales of scrap inventory
              and gains and losses on the sales of assets.

              New Accounting Pronouncements -

              In June 2002, the Financial Accounting Standards Board (FASB)
              issued Statement of Financial Accounting Standards No. 146 (SFAS
              146), Accounting for Costs Associated with Exit or Disposal
              Activities. This statement addresses financial accounting and
              reporting for costs and recognition of liabilities associated with
              exit or disposal activities. This statement is effective for exit
              or disposal activities initiated after December 31, 2002. For an
              exit activity initiated under an exit plan prior to the initial
              application of SFAS 146, prior generally accepted accounting
              principles continue to apply. The adoption of SFAS 146 did not
              have a material impact on the consolidated financial statements.

              In November 2002, the FASB issued Interpretation No. 45,
              Guarantor's Accounting and Disclosure Requirements for Guarantees,
              Including Indirect Guarantees of Indebtedness of Others. This
              interpretation clarifies that a guarantor is required to
              recognize, at the inception of a guarantee, a liability for the
              fair value of the obligation undertaken in issuing the guarantee.
              The initial recognition and initial measurement provisions of this
              Interpretation are applicable on a prospective basis to guarantees
              issued or modified after December 31, 2002. The disclosure
              requirements in this Interpretation are effective for financial
              statements of interim or annual periods ending after December 15,
              2002. The adoption of this interpretation did not have a material
              impact on the consolidated financial statements.


                                       22

<PAGE>

NOTE 1        BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
              POLICIES (Continued)

              In December 2002, the FASB issued Statement of Financial
              Accounting Standards No. 148 (SFAS 148), Accounting for
              Stock-Based Compensation - Transition and Disclosure, an amendment
              of FASB Statement No. 123, to provide alternative methods of
              transition for a voluntary change to the fair value based method
              of accounting for stock-based employee compensation. In addition,
              this Statement amends the disclosure requirements of FASB
              Statement No. 123 to require prominent disclosures in both annual
              and interim financial statements about the method of accounting
              for stock-based employee compensation and the effect of the method
              used on reported results. The Company anticipates no material
              impact on the consolidated financials from adoption of SFAS 148.

              In May 2003, the Financial Accounting Standards Board (FASB)
              issued Statement of Financial Accounting Standards No. 150,
              "Accounting for Certain Financial Instruments with Characteristics
              of both Liabilities and Equity" (SFAS 150). This Statement
              prescribes how an issuer classifies and measures certain financial
              instruments. Financial instruments within the scope of SFAS 150
              are required to be classified as liabilities (or assets in some
              circumstances). Many of those instruments were previously
              classified as equity. SFAS 150 is effective for financial
              instruments entered into or modified after May 31, 2003, and
              otherwise is effective for the Company July 1, 2003. There was no
              impact to the Company from adopting SFAS 150.

NOTE 2        ACQUISITIONS AND DISPOSITIONS OF ASSETS

              The Company previously had a long time distribution agreement with
              Champion Gear. In December 2002, the Company purchased all the
              assets of Champion Gear, including customer and market information
              and all rights under the product distribution agreement for
              $75,000, forgiveness of notes receivable of $25,328 and settlement
              of all claims made by and counterclaims against the Company. The
              purchase has been recorded in other assets.

NOTE 3        ACCOUNTS RECEIVABLE

              Accounts receivable at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                                  2003                 2002
                                                               ----------           ----------
<S>                                                            <C>                  <C>
              Accounts receivable, trade                       $4,127,126           $3,579,109
              Allowance for doubtful accounts                    (235,399)            (138,707)
                                                               ----------           ----------
                                                               $3,891,727           $3,440,402
                                                               ==========           ==========
</TABLE>

NOTE 4        INVENTORIES

              Inventories at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                                  2003                 2002
                                                               ----------           ----------
<S>                                                            <C>                  <C>
              Raw materials                                    $  225,106           $  279,384
              Work in process                                     225,634              113,457
              Finished goods                                    3,684,368            3,825,685
              Reserve for obsolete inventory                     (121,000)             (50,000)
                                                               ----------           ----------
                                                               $4,014,108           $4,168,526
                                                               ==========           ==========
</TABLE>


                                       23

<PAGE>

NOTE 5        PROPERTY AND EQUIPMENT

              Property and equipment at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                                  2003                 2002
                                                              -----------          -----------
<S>                                                            <C>                  <C>
              Warehouse, manufacturing and
                office equipment                              $ 3,730,611          $ 3,443,144
              Land, buildings & leasehold improvements            620,669              613,252
              Tooling costs                                       522,206              521,206
                                                              -----------          -----------
                                                                4,873,486            4,577,602
              Accumulated depreciation and amortization        (3,166,817)          (2,765,595)
                                                              -----------          -----------
                                                              $1,706,669           $ 1,812,007
                                                              ===========          ===========
</TABLE>

NOTE 6        OTHER ASSETS

              Other assets at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                                  2003                 2002
                                                              -----------          -----------
<S>                                                            <C>                  <C>
              Intangible assets                               $   931,113          $   801,640
              Cash surrender value of life insurance               12,419               10,420
                                                              -----------          -----------
                                                              $   943,532          $   812,060
              Accumulated amortization                           (613,284)            (607,795)
                                                              -----------          -----------
                                                              $   330,248          $   204,265
                                                              ===========          ===========
</TABLE>

NOTE 7        REVOLVING LINES OF CREDIT

              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. The Company has signed a letter of intent with a domestic
              bank to refinance the outstanding domestic line of credit and
              anticipates comparable terms. Outstanding borrowings amounted to
              $2,515,461 and $2,662,945 at June 30, 2003 and June 30, 2002,
              respectively. At June 30, 2002, the Company was not in compliance
              with the required minimum nine months earnings requirement. At
              June 30, 2003, 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
              $750,000 based on the creditworthiness of the Company's customers
              serviced by the Company's foreign subsidiary. Outstanding
              borrowings amounted to $224,569 and $187,325 at June 30, 2003 and
              June 30, 2002, respectively. The line of credit matures November
              30, 2003 and bears interest at 5.625%.


                                       24

<PAGE>

NOTE 8        NOTES PAYABLE

               Notes payable at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                                                                 2003                 2002
                                                                                             ------------          -----------
<S>                                                                                            <C>                  <C>
                Notes payable to banks/finance companies, due in aggregate monthly           $     23,967          $     4,998
                installments of $356 including interest ranging from 1.9% to 7.7%,
                maturing at various dates through 2006, secured by vehicles

                Note payable to equipment manufacturer, secured by equipment.                     230,985              275,400
                Management has classified these balances and payments based upon
                management's plan to repay the debt over a 60 month period in monthly
                installments of $5,800 including interest at 8% through 2007.

                Butler Products Corporation Industrial Bonds due in monthly                             -               24,018
                installments of $2,730 including interest at 5.5% through March 2003,
                secured by equipment

                Note payable to finance company to finance the assets acquired from                     -               99,875
                Piecemaker  Inc., due in monthly installments of $4,250 including
                interest at prime plus 2% through 2004

                Note payable to PACCAR, Inc. due in minimum monthly payments of $18,300           738,639              860,435
                including principle and interest of approximately 11% commencing for a
                period of 5 years commencing in May 2002, unsecured

                Note payable to supplier of $435,916 payable in a 10% premium paid on             435,916                    -
                all future purchases from the supplier until the balance is paid in
                full.  Classification of current and long term portions are based upon
                Management's best estimate of future repayments.

                Note payable to foreign third party principle due in one payment                  302,050              253,727
                January 27, 2004, interest at 0.54% due monthly and secured by certain
                machinery and equipment of Shanghai Omni Gear

                Junior Subordinated Notes to Butler Products Corporation former owners            250,000              470,000
                at 8% annual interest with variable payments based upon margins earned
                on certain Butler product sales and from proceeds of any Butler assets
                sold in the future, if any.  The former owners have the right to
                further amend and accelerate the repayment terms if repayment of
                principle is not deemed adequate by the former owners under the above
                repayment plan.  Management has classified the balance as current.
                                                                                             ------------          -----------
                                                                                                1,981,557            1,988,453
                Less current portion                                                              819,604            1,001,849
                                                                                             ------------          -----------
                Long term portion                                                            $  1,161,953          $   986,604
                                                                                             ============          ===========
</TABLE>

                Future maturities of long-term debt by fiscal year are as
follows:

<TABLE>
<CAPTION>

<S>                                                                                          <C>
                2004                                                                         $    819,604
                2005                                                                              290,691
                2006                                                                              305,477
                2007                                                                              322,209
                2008                                                                              243,576
                                                                                             ------------
                                                                                             $  1,981,557
                                                                                             ============
</TABLE>


                                       25

<PAGE>

NOTE 9        COMMON STOCK

The           Company has authorized 50,000,000 shares of common stock with a
              par value of $.004995 per share. At June 30, 2003, the Company had
              issued 1,227,079 shares with 1,171,812 shares outstanding and
              55,267 treasury shares. In September and November 2002, The
              Company repurchased 8,500 and 27,600 shares of stock,
              respectively, for a total of 36,100 shares of stock. The Company
              has never paid cash dividends on its Common Stock. As a result of
              net losses in the prior fiscal years, the Company has a cumulative
              retained deficit of $2,391,717 as of June 30, 2003; accordingly,
              the Company may be prohibited by legal restrictions on capital
              from paying cash dividends for the foreseeable future. In
              addition, the Company's revolving line of credit facility
              prohibits the payment of dividends.

              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. As of November 12, 2002
              the Company is no longer listed on the NASDAQ exchange and is
              currently listed and traded on the Over the Counter (OTC) Bulletin
              Board.

NOTE 10       WARRANTS TO PURCHASE COMMON STOCK

              The Company has Class B Warrants that entitle the holder to
              purchase shares of common stock as follows:

<TABLE>
<CAPTION>
                                                                                                          Number of
                                                                                              Per Share   Warrants
                                                                        Expiration Date       Price       Issued
                                                                        ---------------       ---------   ---------
<S>                                                                     <C>                   <C>         <C>
              Class B Series 2 (PACCAR, Inc.)                            July 1, 2009          6.00        166,667
</TABLE>


              On September 23, 1999, the Company entered into a $1,000,000 loan
              agreement with PACCAR Inc. (PACCAR). Under the terms of the loan,
              PACCAR received 166,667 warrants to purchase shares of the
              Company's common stock. The warrants may be exercised through July
              2009 at $6.00 per share. The warrants to purchase stock may be
              reduced to 116,667 upon the occurrence of certain subsequent
              events.


                                       26

<PAGE>

NOTE 11       STOCK OPTION PLANS

              The Company maintains a Non-Qualified Stock Option Plan (the
              "NQSOP") and a 1996 Incentive Stock Option Plan (the "1996 ISOP").
              The NQSOP covers 200,000 shares of Common Stock and the 1996 ISOP
              covers 300,000 shares of Common Stock. The purpose of the NQSOP
              and 1996 ISOP, under the discretion of the Company's Board of
              Directors, is to offer eligible employees of the Company and its
              subsidiaries an opportunity to acquire or increase their
              proprietary interests in the Company and provide additional
              incentive to contribute to its performance and growth.

              The Board of Directors has reserved 500,000 shares under the
              Plans.
<TABLE>
<CAPTION>
              -----------------------------------------------------------------------------------------------------------------
                                                                                                                       Weighted-
                                                                                                                        Average
                                             Total #    $12.00     $3.00   $4.875     $6.75     $3.564     $3.1875     Exercise
              Stock Option Summary           of Shares  Options   Options  Options   Options    Options    Options       Price
              -----------------------------------------------------------------------------------------------------------------
<S>                                           <C>       <C>      <C>       <C>         <C>      <C>         <C>         <C>
              Options Outstanding at
                June 30, 2001                 411,667   23,333   343,333   10,000      5,000     20,000     10,000        3.63
              Options Granted                       0        0         0        0                     0          0           0
              Options Canceled                      0        0         0        0          0          0          0           0
              Options Forfeited               (66,000)           (46,000)                       (10,000)   (10,000)       3.37

              Options Outstanding at
                June 30, 2002                 345,667   23,333   297,333   10,000      5,000     10,000          0        3.63
              Options Granted                       0        0         0        0          0          0                      0
              Options Canceled                      0        0         0        0          0          0          0           0
              Options Outstanding at
                June 30, 2003                 345,667   23,333   297,333   10,000      5,000     10,000          0        3.63

              Exercisable at June 30, 2003    345,667   23,333   297,333   10,000      5,000     10,000          0        3.87
              Exercisable at June 30, 2002    345,667   23,333   297,333   10,000      5,000     10,000          0        3.87
              Available for future grant at
                June 30, 2003                 154,333
              -----------------------------------------------------------------------------------------------------------------
              Weighted-average remaining
                contractual life in years         3.7        1       3.5        6          6        6.5          0
              -----------------------------------------------------------------------------------------------------------------
</TABLE>

              SFAS No. 123 and 148, "Accounting for Stock-Based Compensation,"
              encourages, but does not require, companies to record compensation
              costs for stock-based employee compensation plans at fair value.
              The Company has chosen to continue to account for stock-based
              compensation using the intrinsic value method prescribed in
              Accounting Principles Board Opinion No. 25, "Accounting for Stock
              Issued to Employees," and related Interpretations. Accordingly,
              compensation costs for stock options is measured as the excess, if
              any, of the quoted market price of the Company's stock at the date
              of the grant over the amount an employee must pay to acquire the
              stock. No options were granted in the fiscal years ended June 30,
              2003 and 2002 and there was no effect to the income statement
              under SFAS 123 and 148.


                                       27

<PAGE>

NOTE 12       EARNINGS PER SHARE

              The following sets forth the computation of basic and diluted
earnings per share at June 30, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                               2003              2002
                                                                            -----------      ------------
<S>                                                                         <C>              <C>
              Numerator
                 Net Income (loss)                                          $   364,153      $   (460,720)
                                                                            ===========      ============

              Denominator
                 Denominator for basic earnings per share -
                 weighted average common shares outstanding                   1,184,287         1,207,912

                  Effect of dilutive securities:
                      Conversion of dilutive stock options                            -                 -
                                                                            -----------      ------------

                  Denominator for dilutive earnings per share -
                  adjusted weighted average shares and assumed conversion     1,184,287         1,207,912
                                                                            ===========      ============

              Basic Earnings Per Share                                      $      0.31      $      (0.38)
                                                                            ===========      ============

              Diluted Net Earnings Per Share                                $      0.31      $      (0.38)
                                                                            ===========      ============
</TABLE>

              Stock options at June 30, 2003 and 2002 are antidilutive as all
              exercise prices are currently higher than the market price.

NOTE 13       INCOME TAXES

              Income tax (expense) benefit is comprised of the following:

<TABLE>
<CAPTION>
                                                                               2003              2002
                                                                            -----------      ------------
<S>                                                                         <C>              <C>
              Current -state                                                $         -      $          -
              Deferred - Current                                                (40,393)            6,100
              Deferred - Long-term                                                    -            (6,100)
                                                                            -----------      ------------
                                                                            $   (40,393)     $          -
                                                                            ===========      ============
</TABLE>

              Deferred income taxes result from timing differences in reporting
              income and expenses for financial statement and income tax
              purposes. The primary sources of deferred income taxes result
              from: (1) the use of different methods of depreciation for income
              tax and financial statement purposes, (2) the uniform
              capitalization of inventory for income tax purposes, (3) inventory
              obsolescence reserves, (4) direct write-off of bad debts for
              income tax purposes and (5) foreign losses.


                                       28

<PAGE>

NOTE 13       INCOME TAXES (continued)

              The components of the Company's deferred tax assets and
              liabilities at June 30 are as follows:

<TABLE>
<CAPTION>
                                                                                         2003                  2002
                                                                                      ----------            ----------
<S>                                                                                   <C>                   <C>
              Current deferred tax assets:
                    Accounts receivable                                               $   71,000            $   45,000
                    Inventory                                                             60,000                39,000
                    Domestic net operating loss carry-forwards                           144,000                59,000
                    Foreign subsidiary net operating loss carry-forwards                 528,000               737,000
                                                                                      ----------            ----------
                    Deferred tax assets                                                  803,000               880,000

              Non-current deferred tax liabilities:
                     Depreciation                                                       (77,000)              (83,500)
                                                                                      ----------            ----------
              Net deferred income tax assets                                             726,000               796,500
              Valuation allowance                                                      (726,000)             (756,107)
                                                                                      ----------            ----------
              Net deferred income taxes                                               $        -            $   40,393
                                                                                      ==========            ==========
</TABLE>

              The valuation allowance decreased $30,107 and increased $148,000
              during 2003 and 2002, respectively due to losses. At June 30, 2003
              the Company had $423,000 of domestic net operating losses, which
              expire in 2022.

              The Company has not provided for income taxes on the undistributed
              earnings of its foreign subsidiaries because it intends to
              reinvest these earnings in the continuing operations of these
              subsidiaries. In determining the value of deferred tax assets,
              management considers whether it is more likely than not that some
              portion or all of the deferred tax assets will not be realized.
              Management considers the scheduled reversals of deferred tax
              assets and liabilities, projected future taxable income, if any,
              and the tax planning strategies in determining this value.
              Management does not believe it is more likely than not that the
              Company will realize the benefits of its deferred tax assets, net
              of existing valuation allowances at June 30, 2003. The cumulative
              amount of undistributed losses of its foreign subsidiaries is
              approximately $1,500,000 at June 30, 2003.

              The difference between the effective rate of income tax expense at
              June 30, 2003 and 2002 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 explained below according to the
              tax implications of various items of income or expense.

<TABLE>
<CAPTION>
                                                                                         2003                  2002
                                                                                      ----------            ----------
<S>                                                                                   <C>                   <C>
              Provision for income tax benefit/(expense) at
                U.S. statutory rates                                                  $ (137,550)           $  156,645
              Change in income tax benefit (expense) resulting from:
                   Non-deductible expense                                                 (3,183)               (3,531)
                   Utilization of NOL carry forwards previously reserved                  71,728                     -
                   Other                                                                  (1,495)               (5,114)
              Change in valuation reserve                                                 30,107              (148,000)
                                                                                      ----------            ----------
              Income tax benefit (expense)                                            $  (40,393)           $        -
                                                                                      ==========            ==========
</TABLE>


                                       29

<PAGE>

NOTE 14       COMMITMENTS AND CONTINGENCIES

              Operating Leases - The Company leases equipment and office,
              warehouse and manufacturing space in Houston, TX; Madill, OK; and
              Shanghai, China. The Houston lease is $8,500 per month through
              2005. The Madill, Oklahoma leases are $5,700 per month through
              2004. The Shanghai lease began in 1996 and has a thirty-year term
              at approximately $10,000 per month. At June 30, 2003, the future
              minimum rental payments required under operating leases were
              approximately:

              2004                                              $  295,042
              2005                                                 228,745
              2006                                                 129,314
              2007                                                 120,814
              2008                                                 120,814
              Thereafter                                         2,295,463
                                                                ----------
              Total                                             $3,190,192
                                                                ==========

              Rent expense was approximately $303,400 and $252,600 during the
              years ended June 30, 2003 and 2002, respectively.

              Insurance Coverage - The Company is self-insured against product
              liability and completed operations. This situation, while not
              unique to the Company or its industry, may subject the Company to
              some future liability. The Company maintains in force and effect,
              product liability insurance for the trailer and implement segment,
              with coverage up to $1,000,000 per occurrence and in aggregate, as
              well as completed operations insurance held by Butler Products
              Corporation at the time of acquisition.

              Employment - Forty-seven percent of one of the subsidiary's
              employees, (specifically, fifteen of thirty-two Butler employees)
              are unionized and are covered by a collective bargaining
              agreement. The collective bargaining agreement expires June 13,
              2005.

              Employee Benefits - The Company maintains a 401(k) plan, which
              covers substantially all employees. Contributions by the Company
              are discretionary. During the years ended June 30, 2003 and 2002,
              the Company made no contributions to the plan.

              Letters of Credit - The Company has $250,000 in unused letters of
              credit outstanding at both June 30, 2003 and 2002.

              Litigation - The Company continues to aggressively protect its
              trademarks. From time to time the Company files suit to enforce
              its trademark and other intellectual property. Historically, the
              Company has been successful in preventing others from using Omni's
              trademarks or trade dress or in seeking other relief.


                                       30

<PAGE>

NOTE 15       MAJOR CUSTOMERS AND SUPPLIERS

              The Company and its subsidiaries had consolidated sales in its
              power transmission component segment of $4,622,482 and $3,783,000
              to one customer representing 22% and 21% of total consolidated
              sales in fiscal 2003 and 2002, respectively.

              Approximately 65% and 57% of the Company's inventory purchases
              were from two companies in China in 2003 and 2002, respectively.

NOTE 16       SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND
              FINANCING ACTIVITIES

              The Company converted $466,000 in accounts payable into notes
              payable and acquired $33,000 in automobiles through direct
              financing in 2003.

              Due to net operating losses and net operating loss carryforwards,
              the Company was not required to pay any income taxes in 2003 and
              2002.

              The Company paid interest of $401,230 and $464,146 during the
              fiscal years ended June 30, 2003 and 2002 respectively.

NOTE 17       SEGMENT INFORMATION

              The Company identifies its competition and business segments by
              the power transmission and trailer and implement components.

              Selected financial information by business segment with respect to
              these activities for the years ended June 30 is as follows:

<TABLE>
<CAPTION>
                                                                                          2003                       2002
                                                                                     --------------             --------------
<S>                                                                                  <C>                        <C>
              Net Sales
                Power Transmission Components                                        $   16,530,045             $   14,236,785
                Trailer and Implement Components                                          3,433,342                  3,815,143
                                                                                     --------------             --------------
                Total Omni U.S.A., Inc.                                              $   19,963,387             $   18,051,928
                                                                                     ==============             ==============

              Income from Operations
                Power Transmission Components                                        $     836,270              $       96,492
                Trailer and Implement Components                                          (378,704)                   (240,373)
                                                                                     --------------             --------------
                Total Omni U.S.A., Inc.                                              $      457,566             $     (143,881)
                                                                                     ==============             ==============
              Net Income (Loss)
                Power Transmission Components                                        $      872,744             $     (121,588)
                Trailer and Implement Components                                           (508,591)                  (339,132)
                                                                                     --------------             --------------
                Total Omni U.S.A., Inc.                                              $      364,153             $     (460,720)
                                                                                     ==============             ==============
</TABLE>


                                       31

<PAGE>

NOTE 17       SEGMENT INFORMATION (continued)

<TABLE>
<CAPTION>

<S>                                                                                  <C>                        <C>
              Identifiable Assets
                Power Transmission Components                                        $    8,359,439             $    7,360,696
                Trailer and Implement Components                                          2,609,569                  3,358,554
                                                                                     --------------             --------------
                Total Omni U.S.A., Inc.                                              $   10,969,008             $   10,719,250
                                                                                     ==============             ==============
              Revenues
                Domestic Customers                                                   $   17,989,668             $   15,645,638
                Foreign Customers                                                         1,973,719                  2,406,290
                                                                                     --------------             --------------
                Total Revenues                                                       $   19,963,387             $   18,051,928
                                                                                     ==============             ==============
              Property and Equipment (net)
                Domestic                                                              $     533,084              $     595,551
                Foreign                                                                   1,173,585                  1,216,456
                                                                                     --------------             --------------
                Total Property and Equipment                                         $    1,706,669             $    1,812,007
                                                                                     ==============             ==============

              Depreciation and amortization
                Power Transmission Components                                         $     245,053              $     231,820
                Trailer and Implement Components                                            118,552                    118,694
                                                                                     --------------             --------------
                Total Omni U.S.A., Inc.                                               $     363,605              $     350,514
                                                                                     ==============             ==============

              Interest Expense
                Power Transmission Components                                         $     292,983              $     300,470
                Trailer and Implement Components                                            127,044                     92,540
                                                                                     --------------             --------------
                Total Omni U.S.A., Inc.                                               $     420,027              $     393,010
                                                                                     ==============             ==============
</TABLE>


                                       32

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE None.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

         The directors, executive officers, promoters and control persons of the
Company are set forth below. All directors hold office for a term of one year or
until their successors are duly elected and qualified. Each executive officer of
the Company is appointed by the Board of Directors at each annual meeting and
serves until a successor is duly elected and qualified.

Name                          Age                 Position
----                          ---                 --------

Jeffrey K. Daniel              42                  President, Chief Executive
                                                   Officer and Director

Craig L. Daniel                43                  Vice President-Manufacturing
                                                   and Director

Kevin Guan                     45                  Director

Didi Duan                      56                  Director


Jeffrey K. Daniel has been an employee of Omni since 1985 and is currently the
Chief Executive Officer and President of the Company. He has a Bachelors degree
in Business Administration from the University of Colorado. He was Vice
President from 1987 until May 1994, when he was elected Chief Executive Officer
and President. Jeffrey K. Daniel is the brother of Craig L. Daniel. Jeffrey K.
Daniel has served as a director of the Company since January 1988.

Craig L. Daniel has been a full time employee of Omni since April, 1989, and is
currently Vice President-Manufacturing for the Company, Managing Director of
Omni Resources, Ltd. and General Manager of Shanghai Omni Gear Co., Ltd. Craig
L. Daniel is the brother of Jeffrey K. Daniel. Craig L. Daniel has served as a
director of the Company since December 1993.

Kevin Guan is currently the Managing Director of SIIC Real Estate Co., a
commercial real estate developer of projects in Hong Kong and China, (a
subsidiary of Shanghai Industrial Investment Corp.). From February 1993 through
February 1995, Mr. Guan was the General Manager, Shanghai Wai Gao Qiao
Development Corp, in the PuDong development zone of Shanghai. Mr. Guan is a
graduate of Shanghai Jiao Tong University, and received his MBA from Shanghai
University.

Didi Duan is currently the Chief Financial Officer and Director of Jiao Tong
University's Ang Li Science and Technology Co., Ltd., a specialty pharmaceutical
processor in the Chinese and East Asian markets. From January 1986 to February
1997, Ms. Duan was the Chief Financial Officer of Dong Feng Automotive Truck
manufacturing Division, vertically manufacturing 15-40 ton trucks for the
Chinese market. Ms. Duan graduated from Wuhan University in Hubei, and is an
accountant in Shanghai, under the accounting rules in China.


                                       33

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth certain information regarding
compensation paid to the Company's executive officers in each of the three most
recent fiscal years:

<TABLE>
<CAPTION>
                                    Annual Compensation                        Long Term Compensation
                   --------------------------------------------------------------------------------------------
                                                                                 Awards              Payouts
                                                                     ------------------------------------------
                                                                     Restricted    Securities
Name and                                              Other Annual      Stock      Underlying                     All Other
Position                Year      Salary      Bonus   Compensation     Awards     Options/SARs        Payouts   Compensation
-------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>        <C>        <C>     <C>            <C>          <C>                 <C>       <C>
Jeffrey K. Daniel
President & CEO          2001      $ 130,000    -           -             -            -                 -            -
                         2002        115,000    -           -             -            -                 -            -
                         2003        110,000    -           -             -            -                 -            -

Craig L. Daniel
Vice President-          2001         85,000    -           -             -            -                 -            -
Manufacturing            2002         85,000    -           -             -            -                 -            -
                         2003         85,000    -           -             -            -                 -            -
</TABLE>

No other executive officer's salary or bonus exceeded $100,000 for the three
most recent fiscal years ended June 30, 2003.

---------------------
         None of the executive officers are employed by the Company pursuant to
any employment contract or other agreement, and there are no arrangements or
understandings for the payment of bonuses or other payments upon a termination
of employment, or otherwise.


                                       34

<PAGE>

         STOCK OPTION PLANS AND STOCK OPTIONS

         The Company maintains a 1994 Non-Qualified Stock Option Plan (the "1994
NQSOP") and a 1996 Incentive Stock Option Plan (the "1996 ISOP"). The NQSOP
covers 200,000 shares of Common Stock and the 1996 ISOP covers 300,000 shares of
Common Stock. The purpose of the NQSOP and 1996 ISOP, under the discretion of
the Company's Board of Directors, is to offer eligible employees of the Company
and its subsidiaries an opportunity to acquire or increase their proprietary
interests in the Company and provide additional incentive to contribute to its
performance and growth.

         On June 6, 1997, the Board, upon recommendation from the Compensation
Committee, repriced all options granted and existing to current Company
employees under the 1996 ISOP and NQSOP from $12.00 per share to $3.00 per
share. The repriced options vest 50% twelve (12) months from date of grant and
50% twenty-four (24) months from date of grant.

          On June 6, 1997, the Board, upon recommendation of the Compensation
Committee, granted options to purchase 45,333 shares of Common Stock at $3.00
per share to each Jeffrey K. Daniel and Craig L Daniel, and granted options to
purchase 22,667 shares of Common Stock at $3.00 per share to Michael A. Zahorik,
all such options to vest three (3) years from date of grant.

         On January 25, 1999, the Board, under the NQSOP, granted 3,333 options
to purchase Company Common Stock at $4.875 per share to James L. Davis, John F.
Lillicrop, and W. Wayne Patterson. All director options were immediately vested.

         On January 3, 2000, the Board, under the NQSOP, granted 3,333 options
to purchase Company Common Stock at $3.564 per share to James L. Davis, John F.
Lillicrop, and W. Wayne Patterson. All director options were immediately vested.

         On March 8, 1999, under the 1996 ISOP, David M. Sallean was granted
options to purchase 10,000 shares of Common Stock at an exercise price of
$3.564, vesting 100% three (3) years from date of grant.

         On February 24, 2000, under the 1996 ISOP, David M. Sallean was granted
options to purchase 10,000 shares of Common Stock at an exercise price of
$3.1875, vesting 100% three (3) years from date of grant.

         Effective October 1, 2001, Michael A. Zahorik was terminated as an
employee of Omni USA, Inc. By operation of the ISOP Agreement, Mr. Zahorik's
options were not exercised, and accordingly all 46,000 options were cancelled.

         Effective October 24, 2001, David M. Sallean was terminated as an
employee of Omni USA, Inc. By operation of the ISOP Agreement, Mr. Sallean's
options were not exercised, and accordingly all 20,000 options were cancelled.


                                       35

<PAGE>

         The following table provides repricing information for options held by
the Company's five most highly compensated executive officers. The repricing was
implemented in 1997 on the recommendation of the Compensation Committee to
conform the options to prevailing market prices and provide an incentive for
which the options were designed.

<TABLE>
<CAPTION>
                         Ten-Year Options/SAR Repricings

                                    Number of                                                     Length
                                    Securities       Market            Exercise                   of Original
                                    Underlying       Price of Stock    Price of Stock             Option Term
                                    Options/SARs     at Time of        at Time of       New       Remaining at
                                    Repriced or      Repricing or      Repricing or     Exercise  Date of
Name                       Date     Amended          Amendment         Amendment        Price     Repricing
----                       ----     ------------     -------------     -------------    --------  ------------
<S>                        <C>      <C>              <C>               <C>              <C>       <C>
Jeffrey K. Daniel          6/6/97    53,334          $2.25             $12.00           $3.00     9 years
Craig L. Daniel            6/6/97    53,334          $2.25             $12.00           $3.00     9 years
</TABLE>


                                       36

<PAGE>

         Under the 1996 ISOP, options for 318,334 shares had been granted as of
June 30, 2003. Under the 1994 NQSOP, options for 93,333 shares had been granted
as of June 30, 2003. The following table shows how the 1996 ISOP options are
distributed to groups within the Company based on the dollar value of
exercisable options in effect during fiscal year 2003 based on the closing price
of Common Stock at June 30, 2003 of $0.60:

<TABLE>
<CAPTION>
                                                        1994 NQSOP and 1996 ISOP
                                        ------------------------------------------------------
                                        Dollar Value / Shares          Total Number of Shares
   Name and Position                         Exercisable               Represented by Options
   -----------------                    ---------------------          -----------------------
<S>                                     <C>                            <C>
Jeffrey K. Daniel                            $ 0/98,667                       98,667
   President and CEO

Craig L. Daniel                              $ 0/98,667                       98,667
   Vice President-Manufacturing

Executive Officer Group                      $0/197,334                      197,334

Non-Executive Officer Employee Group         $ 0/71,666                       71,666

Total                                        $0/269,000                      269,000
</TABLE>

<TABLE>
<CAPTION>

 Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

                                                                                             Value of Unexercised
                                                               Number of Unexercised            in-the-money Options/
                            Shares Acquired     Value         Options/SARs at FY-End              SARs at FY-End (2)
Name                          on Exercise      Realized    (1) Exercisable/Unexercisable        Exercisable/Unexercisable
----                          -----------      --------    -----------------------------        -------------------------
<S>                           <C>              <C>         <C>
Jeffrey K. Daniel
President & CEO                  N/A             N/A               98,667                            $   0
                                                                  --------                           -----
                                                                  98,667/0
                           $0/$0
Craig L. Daniel
Vice President-Manufacturing     N/A             N/A               98,667                            $   0
                                                                  --------                           -----
                                                                  98,667/0                           $0/$0
</TABLE>

------------------------
N/A   Not applicable. No options were exercised during the fiscal year
      ended June 30, 2003.

(1)   Indicates number of options exercisable and unexercisable as of
      June 30, 2003. (2) Based upon closing price of Common stock at
      June 30, 2003 of $0.60.

         OTHER COMPENSATION

         The Company has paid no bonuses to its executive officers. The Company
has a group medical plan which provides medical and hospital benefits and term
life insurance to its officers and employees, at no cost. Jeffrey K. Daniel and
Craig L. Daniel are not compensated as directors.


                                       37

<PAGE>

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

EQUITY COMPENSATION

          The following table sets forth information relating to compensation
plans under which equity securities of the Company are authorized for issuance:

<TABLE>
<CAPTION>
-------------------------------- ------------------------------- ------------------------------- ------------------------------
                                   Number of securities to be      Weighted-average exercise         Number of securities
                                    issued upon exercise of      price of outstanding options,      remaining available for
                                  outstanding option, warrants        warrants and rights        future issuance under equity
                                           and rights                                                 compensation plans
                                                                                                     (excluding securities
                                                                                                   reflected in column (a))
-------------------------------- ------------------------------- ------------------------------- ------------------------------
                                              (a)                             (b)                             (c)
-------------------------------- ------------------------------- ------------------------------- ------------------------------
<S>                              <C>                             <C>                             <C>
  Equity compensation plans                 345,667                          $3.63                          154,333
  approved by security holders
-------------------------------- ------------------------------- ------------------------------- ------------------------------
  Equity compensation plans
  not approved by security
  holders                                      -                               -                               -
-------------------------------- ------------------------------- ------------------------------- ------------------------------
  Total                                     345,667                          $3.63                          154,333
-------------------------------- ------------------------------- ------------------------------- ------------------------------
</TABLE>

CAPITALIZATION

         The Company's currently authorized equity securities are as follows:
(i) 50,000,000 shares of Common Stock, par value $.004995 per share (see Note
2), (ii) 454,258 Class B Common Stock Purchase Warrants ("Class B Warrants"). As
of September 30, 2003, the Company had outstanding 1,227,079 shares of Common
Stock, and Class B Warrants to purchase 166,667 shares of Common Stock.

         Class B Warrants. There are 166,667 Class B Warrants to purchase Common
Stock. The Class B Series 1 Warrants, which were exercisable by the holder
thereof at any time between 90 days after issuance and March 15, 2001, at $6.00
per share, expired on March 15, 2001. None of these Class B Warrants were
exercised. The 166,667 Class B Series 2 Warrants issued to PACCAR, Inc. may be
exercised at any time and expire July 1, 2009 (see Note 10 in the footnotes to
the financial statements).


                                       38

<PAGE>

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of the close of business on June 30,
2002, by each person who is known to the Company to be a beneficial owner of 5%
or more of the Common Stock, by each current and Nominee director, and by all
directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                    Amount and Nature
                                                      Of Beneficial
Name and Address of Beneficial Owner                   Ownership          Percent of Class(1)
------------------------------------                   ---------          ----------------
<S>                                                    <C>                <C>
Edward L. Daniel (3)                                   175,689                  15.0%
Joan J. Daniel (3)                                     175,689                  15.0%
PACCAR, Inc. (6)                                       166,667                  12.5%
Craig L. Daniel (2)(5)                                 134,837                  10.6%
Jeffrey K. Daniel (2)(4)                               116,561                   9.2%
Executive Officers and Directors as a Group            251,398                  19.0%
</TABLE>

---------------
(1)      Based upon 1,227,079 shares of Common Stock outstanding as of June 30,
         2003.
(2)      The address for all officers is 7502 Mesa Road, Houston, Texas 77028.
(3)      Includes 125,000 shares each subject to certain conditions and
         limitations set forth in the Registration Rights Agreement (see Exhibit
         10.11). The address for such beneficial owner is 2476 Bolsover, #626,
         Houston, Texas 77005.
(4)      Includes 98,667 shares purchasable under options at $3.00 per share and
         1,255 shares held in street name and 257 shares held of record by the
         Jeffrey K. Daniel Individual Retirement Account, a self-directed IRA
         and 4,129 shares purchased through the Company's 401(k) plan.
(5)      Includes 98,667 shares purchasable under options exercisable at $3.00
         per share and 2,267 shares held of record by the Craig L. Daniel
         Individual Retirement Account, a self-directed IRA.
(6)      Includes 166,667 shares purchasable under Class B Warrants exercisable
         at $6.00 per share and expire July 1, 2009. The address of such
         beneficial owner is 777 106th Avenue NE, Bellevue, WA 98004.


                                       39

<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None.

ITEM 13. 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
          its management, including the Chief Executive Officer and Controller,
          of the effectiveness of the design and operation of the Company's
          disclosure controls and procedures. Based on this evaluation, the
          Company's Chief Executive Officer and Controller concluded that the
          Company's disclosure controls and procedures (as defined in Rules
          13a-14(c) under the Securities Exchange Act of 1934 (the"Exchange
          Act") are effective.

          CHANGES IN INTERNAL CONTROLS.

          Subsequent to the date of the most recent 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 with
          regard to significant deficiencies and material weaknesses based on
          such evaluation.

ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

          None.


                                       40

<PAGE>

                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, THE COMPANY HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.


                                     OMNI U.S.A., INC.





                                     BY: /s/ JEFFREY K. DANIEL
                                         -------------------------------------
                                         JEFFREY K. DANIEL
                                         CHIEF EXECUTIVE OFFICER AND PRESIDENT

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, THIS REPORT HAS BEEN
SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE COMPANY AND IN THE CAPACITIES
AND ON THE DATE INDICATED.


        SIGNATURE                    TITLE                        DATE
        ---------                    -----                        ----

/s/ JEFFREY K. DANIEL          CHIEF EXECUTIVE OFFICER       SEPTEMBER 29, 2003
-----------------------            & PRESIDENT
JEFFREY K. DANIEL


                                       41

<PAGE>

                                INDEX OF EXHIBITS


   Exhibit No.                                                Name of Exhibit

3.1               Amended and Restated Articles of the Company, as amended
                  November 30, 1994. Incorporated by reference from the
                  Company's Amendment No. 1 to Registration Statement on Form
                  SB-2 filed with the Commission on December 22, 1994.

3.2               Certificate of Designation of Series A Redeemable Convertible
                  Preferred Stock. Incorporated by reference from the Company's
                  Registration Statement on Form SB-2 filed with the Commission
                  on October 12, 1994.

3.3               Certificate of Designation of Series B Convertible and Series
                  C Convertible Preferred Stock. Incorporated by reference from
                  the Company's Registration Statement on Form SB-2 filed with
                  the Commission on October 12, 1994.

3.4               By-laws of the Company. Incorporated by reference from the
                  Company's Registration Statement on Form SB-2 filed with the
                  Commission on October 12, 1994.

4.1               Certificate of Designation of Series A Redeemable Convertible
                  Preferred Stock. Incorporated by reference from the Company's
                  Registration Statement on Form SB-2 filed with the Commission
                  on October 12, 1994.

4.2               Certificate of Designation of Series B Convertible and Series
                  C Convertible Preferred Stock. Incorporated by reference from
                  the Company's Registration Statement on Form SB-2 filed with
                  the Commission on October 12, 1994.

4.3               Form of Class A Common Stock Purchase Warrant. Incorporated by
                  reference from the Company's Registration Statement on Form
                  SB-2 filed with the Commission on October 12, 1994.

4.4               Form of Class B Common Stock Purchase Warrant. Incorporated by
                  reference from the Company's Registration Statement on Form
                  SB-2 filed with the Commission on October 12, 1994.

4.5               Equity Contract Note dated as of June 30, 1994 issued to
                  Edward L. Daniel in the original principal amount of $918,304.
                  Incorporated by reference from the Company's Amendment No. 1
                  to Registration Statement on Form SB-2 filed with the
                  Commission on December 22, 1994.

4.6               Equity Contract Note dated as of November 29, 1991 issued to
                  Edward L. Daniel in the principal amount of $1,000,000.
                  Incorporated by reference from the Company's Amendment No. 2
                  to Registration Statement on Form SB-2 filed with the
                  Commission on January 30, 1995.

4.7               Corrected Registered Equity Contract Note dated as of June 30,
                  1993 issued to Edward L. Daniel in the original principal
                  amount of $1,968,304.02. Incorporated by reference from the
                  Company's Amendment No. 2 to Registration Statement on Form
                  SB-2 filed with the Commission on January 30, 1995.

10.1              Settlement Agreement dated as of June 30, 1994 by and among
                  the Company, Edward L. Daniel, Joan J. Daniel, and Daniel
                  Development Corporation. Incorporated by reference from the
                  Company's Registration Statement on Form SB-2 filed with the
                  Commission on October 12, 1994.

10.2              1994 Qualified Stock Option Plan. Incorporated by reference
                  from the Company's Registration Statement on Form SB-2 filed
                  with the Commission on October 12, 1994.

10.3              1994 Non-Qualified Stock Option Plan. Incorporated by
                  reference from the Company's Registration Statement on Form
                  SB-2 filed with the Commission on October 12, 1994.


                                       42

<PAGE>

10.4              Stock Option Grant to Jeffrey Daniel. Incorporated by
                  reference from the Company's Registration Statement on Form
                  SB-2 filed with the Commission on October 12, 1994.

10.5              Stock Option Grant to Craig Daniel. Incorporated by reference
                  from the Company's Registration Statement on Form SB-2 filed
                  with the Commission on October 12, 1994.

10.6              Letter Agreement dated November 1, 1994 between the Company,
                  Edward L. Daniel, and LaPlante Compressor Limited.
                  Incorporated by reference from the Company's Amendment No. 1
                  to Registration Statement on Form SB-2 filed with the
                  Commission on December 22, 1994.

10.7              Articles of Association for Omni Gear Shanghai Ltd. dated
                  December 21, 1994 between the Company and Shanghai Shengang
                  Metallurgical Industry Company. Incorporated by reference from
                  the Company's Amendment No. 6 to Registration Statement on
                  Form SB-2 filed with the Commission on April 17, 1995.

10.8              Cooperative Joint Venture Contract for the Formation and
                  Operation of Shanghai Omni Gear Co., Ltd. dated December 12,
                  1994 between Omni Resources (H.G.) Limited and Shanghai
                  Shengang Metallurgical Industry Company. Incorporated by
                  reference from the Company's Amendment No. 6 to Registration
                  Statement on Form SB-2 filed with the Commission on
                  April 17, 1995.

10.9              Butler Products Corporation Share Purchase Agreement dated
                  October 1, 1996, together with exhibits. Incorporated by
                  reference from the Company's Form 8-K filed on October 18,
                  1996 and from the Company's Amended Form 8-K filed on
                  December 11, 1996.

10.10             Mutual Release and Settlement Agreement between Edward L.
                  Daniel, Joan J. Daniel and their affiliates effective June 30,
                  1997. Incorporated by reference from the Company's Form 8-K
                  filed on September 10, 1997.

10.11             Registration Rights Agreement between Edward L. Daniel, Joan
                  J. Daniel and their affiliates effective June 30, 1997.
                  Incorporated by reference from the Company's Form 8-K filed on
                  September 10, 1997.

10.12             Amendment to Lease Agreement dated August 1, 1997.
                  Incorporated by reference from the Company's Form 8-K filed on
                  September 10, 1997.

10.13             Assignment Agreement between Edward L. Daniel, Joan J. Daniel
                  and their affiliates dated August 15, 1997. Incorporated by
                  reference from the Company's Form 8-K filed on September 10,
                  1997.

21.1              Subsidiaries of the Registrant. Incorporated by reference from
                  the Company's Registration Statement on Form SB-2 filed with
                  the Commission on October 12, 1994.

31.1              Certification of Jeffrey Daniel, CEO and Chairman of the
                  Board pursuant to Rule 13a-14(a)15d-14(a) and pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

31.2              Certification of Craig Daniel, Vice-President pursuant to
                  Rule 13a-14(a)15d-14(a) and pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

32.1              Certification of Jeffrey Daniel, CEO and Chairman of the
                  Board pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2              Certification of Craig Daniel, Vice-President pursuant to
                  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002.

99.1              Press Release dated September 10, 1997. Incorporated by
                  reference from the Company's Form 8-K filed on September 10,
                  1997.


                                       43