<PAGE>   1
                     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, 2001
                         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 $21,339,294.

        The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of September 24, 2001 was approximately $1,630,681 based on
quoted sales on NASDAQ on such date.

        The number of shares of the Registrant's common stock outstanding as of
September 24, 2001 was 1,207,912.
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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, Thailand and Venezuela. 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 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"). Omni's Common Stock
began trading on the over-the-counter market on November 1, 1988, and since
August 13, 1991, Omni's Common Stock has been listed on the NASDAQ SmallCap
Market.

        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. 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 due
in quarterly payments commencing in 2001 and final payment in 2003, and 50,000
shares of Omni Common Stock. 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.

        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.

        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 intends to build on this base of strategic advantages and
achieve compounded annual growth in both sales and profits. 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)    Expand new and/or related trailer and implement components for
                sale into existing markets as well as an increased emphasis on
                penetration of new markets;

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

        (iv)    New product innovation and development: and

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

        Products

        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 80% and 79% of the
Company's revenues in fiscal years 2001 and 2000.

        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:

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        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 significantly
        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. Piecemaker manufactures component
parts for horse, livestock and utility trailers. Piecemaker's 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 20% and 21% of the Company's net sales in fiscal years 2001 and
2000.

        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.

        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 located in metropolitan Shanghai and
in Yantai, 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 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, which 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 to
Butler's quality specifications in China 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

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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. The Company continues to expand its Shanghai
Omni Gear facility parallel with growing 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 right-angle and planetary geardrive products, marketed under
Omni Gear, directly from the factory to U.S. customers and foreign customers
located primarily in Australia, Europe 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, export
brokers and government agencies. 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 U.S. market. PACCAR may continue to represent the Company on an exclusive
customer basis at the Company's option.

        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 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

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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 $2,500,000 in inventory at the Houston, Texas facility,
approximately $400,000 at the Butler, Kentucky facility, approximately
$1,100,000 at the Madill, Oklahoma facility, approximately $480,000 at the
Shanghai, China facility, and approximately $310,000 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. Inventory levels have increased
during the fourth quarter due to decreased customer demand, however the Company
expects that current inventory and reduced production levels in the next fiscal
year will adequately supply product to fulfill the Company's backlog of orders.

        As of June 30, 2001, the Company's backlog was approximately
$10,000,000. 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 all
of its 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.

        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), and Von Ruden, all American companies, and Brevini,
Lohmann & Stolterfoht, Orisson & Koepfel, Regiana & Riddutori, SOM (a division
of Comer), Teijin Seiki, and Trasmital Bonfiglioli, all foreign companies. Omni
Gear believes that it can increase its share in this market in the future since
demand for construction and off-highway equipment continues to be strong.

        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, Eagle,
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.

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        Other

        Employment. The Company currently employs approximately two hundred
persons worldwide; (i) one hundred-thirty by Shanghai Omni Gear, (ii)
twenty-three at the Company's Houston, Texas facility, (iii) twenty-seven at the
Company's facilities in Butler, Kentucky, and (iv) nine at the Company's
facility in Madill, OK. Twenty-one of Butler's thirty-six 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 five full-time
engineers who design products to meet new customer specification or applications
and to make refinements in product manufacturing processes and product quality.
The Company has not traditionally capitalized expenses related to these
activities, but has expensed them in the period incurred. Most significantly,
the Company has expensed all research and development costs related to the
development of products for PACCAR, and, with the exception of cost related to
capital equipment and leasehold improvements, the Company has expensed all costs
related to the development of Shanghai Omni Gear. 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.

        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; Japan 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 June 2002, at a rate
of $8,000 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 $6,000
per month.

        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 may
acquire additional space in the complex as it expands its 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 is subject to various claims, including product liability
claims, arising in the ordinary course of business and, 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. The Company is currently the plaintiff
in 2 cases for patent and trademark infringement and is not expected to
experience any material affect on future operations.

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, 2001.

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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 Small-Cap Market 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):

<TABLE>
<CAPTION>
           Quarter Ending              Low                 High
           --------------              ---                 ----
<S>                                    <C>                 <C>
             06/30/99                  3.37                5.25

             09/30/99                  2.25                5.06

             12/31/99                  2.06                4.41

             03/31/00                  2.44                8.25

             06/30/00                  3.37                5.34

             09/30/00                  1.87                3.56

             12/31/00                  1.87                3.00

             03/31/01                  1.50                2.81

             06/30/01                  0.84                1.98
</TABLE>

        As of September 24, 2001, the closing price of the Company's Common
Stock was $1.35 per share. As of June 30, 2001, there were approximately 665
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 the current and prior fiscal years, the Company has a
cumulative retained deficit of $2,295,150 as of June 30, 2001; 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.

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

        Liquidity and Capital Resources

        The Company's primary capital requirements are for working capital and
acquisitions that are generally met through a combination of internally
generated funds, a revolving line of credit facility and credit terms from
suppliers. The Company's $4,000,000 line of credit facility had an outstanding
balance of $2,771,161 at June 30, 2001. The Company had working capital of
$1,862,151 as of June 30, 2001 and working capital of $2,499,953 as of June 30,
2000, a decrease of $637,802 during the fiscal year ended June 30, 2001. The
change in working capital was due primarily to increased current accounts
payable in the fiscal year ended June 30, 2001.

        The Company's had positive cash flow of $72,057 which resulted in a cash
balance of $659,101 at the year ended June 30, 2001, compared to the June 30,
2000 cash balance of $587,044. The positive cash flow was generated primarily as
a result of increase accounts payable for the period. Accounts receivable
balance of $3,313,240 increased $134,536 compared to June 30, 2000 accounts
receivable balance of $3,178,704 which contributed to cash utilized by operating
activities in addition to the increase in inventory and increase in accounts
payable.

                                       9
<PAGE>   10
        The inventory balance as of June 30, 2001 was $4,985,910; an increase of
$882,070 compared to the June 30, 2000 inventory of $4,103,840. The Company's
business is seasonal with the most sales occurring in the fourth fiscal quarter.
Inventory typically is built up to account for the seasonal increase in sales.
Inventory remained high at year end due to the general economic slowdown and
continued low farm commodity prices experienced in the fourth quarter when
demand was weaker than expected. Management believes that inventory balances are
not in excess and are properly valued at year-end.

        The Company's cash used in investing activities for the year ended June
30, 2001 of $218,123 consisted entirely of capital expenditures compared to
capital expenditures of $88,643 for the year ended June 30, 2000 and purchases
of the Piecemaker, Inc. assets and other assets.

        Net cash used by financing activities for the year ended June 30, 2001
of $74,280 consisted of net borrowings on the revolving line of credit of
$144,704 offset by payments on long-term debt of $218,984.

        The Company's current ratio was 1.25 as of June 30, 2001, which is a 14%
decrease compared to the June 30, 2000 current ratio of 1.46. The decrease is
primarily attributed to weakened fourth quarter demand and increased payables
for the period.

        The Company believes that between its access to the line of credit
facility and its ability to generate funds internally, it has adequate capital
resources to meet its working capital requirements for the foreseeable future,
given its current working capital requirements, known obligations, and assuming
current levels of operations. In addition, the Company believes that it has the
ability to raise additional financing in the form of debt or equity to fund
additional capital expenditures and operations, if required.

        Results of Operations

        Fiscal year ended June 30, 2001, compared to fiscal year ended June 30,
2000. The Company had net sales of $21,339,294 for the year ended June 30, 2001.
This represents an increase of 3% compared to the year ended June 30, 2000 net
sales of $20,711,891. The following table indicates the Company's net sales
comparison and percentage of change for the years ended June 30, 2001 and 2000:

<Table>
<Caption>
                          YEAR ENDED      %     YEAR ENDED     %      DOLLAR     %
NET SALES                   6/30/01    OF TOTAL   6/30/00   OF TOTAL  CHANGE   CHANGE
-------------------------------------------------------------------------------------
<S>                       <C>             <C>   <C>            <C>   <C>          <C>
Power Transmission
  Components              $17,029,168     80%   $16,292,020    79%   $737,148     5%
-------------------------------------------------------------------------------------
Trailer and Implement
  Components                4,310,126     20%     4,419,871    21%   (109,745)   (2%)
-------------------------------------------------------------------------------------
Consolidated              $21,339,294    100%   $20,711,891   100%   $627,403     3%
=====================================================================================
</Table>

        The net increase in sales was primarily attributable to internally
generated growth through new and existing customer relationships and new product
development. Sales of trailer and implement components declined due to decreased
customer requirements for the current fiscal year. The Company believes that the
sales in both segments will continue to decline during the next fiscal year due
to decreased market demand from current customers.

        Gross profit for the year ended June 30, 2001 decreased $777,390 to
$4,364,909, compared to gross profit for the year ended June 30, 2000 of
$5,142,299. Gross profit as a percentage of net sales for the year ended June
30, 2001 decreased to 20% as compared to 25% for the year ended June 30, 2000.
This decrease was primarily due to the product mix of sales, increasing sales of
lower margin product manufactured by Shanghai Omni Gear and pricing incentives
offered for bulk shipments.

        Selling, general and administrative expenses decreased $36,760 to
$4,152,211 in the year ended June 30, 2001 from $4,188,971 in the year ended
June 30, 2000. Selling, general and administrative expenses as a percentage of
sales were 19% and 20% for the year ended June 30, 2001 and 2000, respectively.

        Income from operations for the Company decreased $740,630 to $212,698
for the year ended June 30, 2001, compared to $953,328 for the year ended June
30, 2000. This decrease is essentially the result of reduced gross margin and a
small reduction in selling, general and administrative expenses for the period.

                                       10
<PAGE>   11
        Interest expense increased $50,075, to $465,228 for the year ended June
30, 2001 from $415,153 for the year ended June 30, 2000. The increase resulted
primarily from an increased level of borrowings associated with the Company's
line of credit to meet current inventory and working capital needs and interest
on the PACCAR loan (see Note 4 of the footnotes to the Financial Statements) and
Piecemaker, Inc. financing (see Note 3 of the footnotes to the Financial
Statements).

        Other income (expense) was expense of $19,322 for the year ended June
30, 2001 compared to an expense of $95,598 for the year ended June 30, 2000.

        The Company's net income/(loss) decreased $675,035 to ($232,458), or
($0.19) per share, for the year ended June 30, 2001 compared to $442,577, or
$0.37 per share, for the year ended June 30, 2000.


        Fiscal year ended June 30, 2000, compared to fiscal year ended June 30,
1999. The Company had net sales of $20,711,891 for the year ended June 30, 2000.
This represents an increase of 16% compared to the year ended June 30, 1999 net
sales of $17,820,179. The net increase in sales was primarily attributable to
internally generated growth through new and existing customer relationships and
new product development. Sales of trailer and implement components were
relatively flat and knife guard sales slowing due to decreased customer
requirements.

        Gross profit for the year ended June 30, 2000 increased $327,600 to
$5,142,299, compared to gross profit for the year ended June 30, 1999 of
$4,814,699. This increase was the result of acquisitions and internally
generated growth. Gross profit as a percentage of net sales for the year ended
June 30, 2000 decreased to 25% as compared to 27% for the year ended June 30,
1999. This decrease was primarily due to the product mix of sales and increasing
sales of lower margin product manufactured by Shanghai Omni Gear.

        Selling, general and administrative expenses increased $71,593 to
$4,188,971 in the year ended June 30, 2000 from $4,117,378 in the year ended
June 30, 1999. This increase was the result of acquisitions as well as
additional expenses to support the growth in sales. Because of increased sales,
selling, general and administrative expenses as a percentage of sales decreased
to 20% for the year ended June 30, 2000 from 23% for the year ended June 30,
1999.

        Income from operations for the Company increased $256,007, or 37%, to
$953,328 for the year ended June 30, 2000, compared $697,321 for the year ended
June 30, 1999. Income from operations as a percentage of sales increased to 5%
in the year ended June 30, 2000 compared to 4% in the year ended June 30, 1999.
This increase in both dollars and percentage of sales is essentially the result
of sales growth, cost control efforts and the addition of acquired companies.

        Interest expense increased $127,170, to $415,153 for the year ended June
30, 2000 from $287,983 for the year ended June 30, 1999. The increase resulted
primarily from and increased level of debt and borrowing rate associated with
the Company's line of credit to meet current inventory and working capital needs
and interest on the PACCAR loan (see Note 4 of the footnotes to the Financial
Statements) and Piecemaker, Inc. financing (see Note 3 of the footnotes to the
Financial Statements).

        Other income (expense) was an expense of $95,598 for the year ended June
30, 2000 compared to income of $85,106 for the year ended June 30, 1999. This
change relates to expensing un-amortized organizational costs of $38,502 (see
Note 1 of the footnotes to the Financial Statements) in addition to a reduction
in commission income on trailer and implement component sales of $39,764,
increased net commission expenses on power transmission component sales and
other fees.

        The Company's net income decreased $51,867 to $442,577, or $0.37 per
share, for the year ended June 30, 2000 compared to $494,444, or $0.42 per
share, for the year ended June 30, 1999.

                                       11
<PAGE>   12
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. Investors are cautioned that actual results may differ substantially 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, 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.

                                       12
<PAGE>   13
ITEM 7.  FINANCIAL STATEMENTS



                       OMNI U.S.A., INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

                                       13
<PAGE>   14

                            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, 2001 and 2000, and the related consolidated
statements of operations and comprehensive income (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
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, 2001 and 2000, 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/s                         HARPER & PEARSON COMPANY

Houston, Texas
August 31, 2001

                                       14
<PAGE>   15

                       OMNI U.S.A., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2001 AND 2000
<Table>
<Caption>
                                     ASSETS
                                                       2001             2000
                                                   ------------     ------------
<S>                                                <C>              <C>
CURRENT ASSETS
   Cash                                            $    659,101     $    587,044
   Accounts receivable, trade, net                    3,269,586        3,151,091
   Accounts receivable, related parties                  43,654           27,613
   Inventories, net                                   4,985,910        4,103,840
   Notes receivable                                     208,671             --
   Prepaid expenses                                     108,224           51,964
   Deferred tax assets                                   40,393             --
                                                   ------------     ------------
               TOTAL CURRENT ASSETS                   9,315,539        7,921,552
                                                   ------------     ------------
PROPERTY AND EQUIPMENT, net of
   accumulated depreciation and amortization          2,112,551        2,103,603
                                                   ------------     ------------
OTHER ASSETS - primarily intangible assets, net         206,790          215,822
                                                   ------------     ------------
TOTAL ASSETS                                       $ 11,634,880     $ 10,240,977
                                                   ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                $  3,584,118     $  1,895,015
   Revolving line of credit                           2,771,161        2,626,457
   Accrued expenses                                     244,220          474,758
   Current portion of long-term debt                    853,889          425,369
                                                   ------------     ------------
               TOTAL CURRENT LIABILITIES              7,453,388        5,421,599
                                                   ------------     ------------
LONG-TERM DEBT                                        1,057,891        1,462,236
                                                   ------------     ------------
STOCKHOLDERS' EQUITY
  Common stock (1,227,079 shares issued and
  1,207,912 outstanding, effected for reverse
  split as discussed in  Note 2)                          6,129            6,129
   Additional paid-in capital                         5,372,815        5,372,815
   Treasury stock (19,167 shares)                       (57,141)         (57,141)
   Retained deficit                                  (2,295,150)      (2,062,692)
   Foreign currency translation adjustment               96,948           98,031
                                                   ------------     ------------
               TOTAL STOCKHOLDERS' EQUITY             3,123,601        3,357,142
                                                   ------------     ------------
TOTAL LIABILITIES & STOCKHOLDERS'  EQUITY          $ 11,634,880     $ 10,240,977
                                                   ============     ============
</Table>

See accompanying notes.

                                       15
<PAGE>   16
                       OMNI U.S.A., INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

<Table>
<Caption>
                                                       2001             2000
                                                   ------------     ------------
<S>                                                <C>              <C>
NET SALES                                          $ 21,339,294     $ 20,711,891

COST OF SALES                                        16,974,385       15,569,592
                                                   ------------     ------------
      Gross Profit                                    4,364,909        5,142,299
                                                   ------------     ------------
OPERATING EXPENSES
   Selling, general and administrative                4,152,211        4,188,971
                                                   ------------     ------------
      Operating income                                  212,698          953,328

OTHER INCOME (EXPENSE)
   Commission income, net                                24,864           21,918
   Interest expense                                    (465,228)        (415,153)
   Other, net                                           (44,186)        (117,516)
                                                   ------------     ------------
INCOME BEFORE INCOME TAXES                             (271,852)         422,577
                                                   ------------     ------------
INCOME TAXES                                             39,394             --
                                                   ------------     ------------
NET (LOSS) INCOME                                      (232,458)         442,577
                                                   ------------     ------------
Unrealized loss on foreign currency translation
adjustment                                               (1,083)            --
                                                   ------------     ------------
COMPREHENSIVE (LOSS) INCOME                        $   (233,541)    $    442,577
                                                   ============     ============
BASIC COMPREHENSIVE EARNINGS PER SHARE             $      (0.19)    $       0.37
                                                   ============     ============
DILUTED AND COMPREHENSIVE EARNINGS PER SHARE              (0.19)            0.35
                                                   ============     ============
</Table>

See accompanying notes.

                                       16
<PAGE>   17
                       OMNI U.S.A., INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000
<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, 1999            3,523,092  $ 17,885  $ 5,248,560   $(57,141) $ (2,505,269)  $98,031  $ 2,802,066

Reverse Split (See Note 2)       (2,348,513)  (11,922)      11,922
                               ------------------------------------------------------------------------------------
Balance June 30, 1999
  effected for reverse split      1,174,579     5,963    5,260,482    (57,141)   (2,505,269)   98,031    2,802,066

Issuance of common shares            33,333       166      112,333                                         112,499

Net Income                                                                          442,577              $ 442,577
                               ------------------------------------------------------------------------------------
Balance, June 30, 2000            1,207,912     6,129    5,372,815    (57,141)   (2,062,692)   98,031    3,357,142

Net Income
                                                                                   (232,458)              (232,458)
Unrealized loss on foreign
  currency translation
  adjustment                                                                                   (1,083)      (1,083)
                               ------------------------------------------------------------------------------------
Balance, June 30, 2001            1,207,912   $ 6,129  $ 5,372,815   $(57,141) $ (2,295,150)  $96,948  $ 3,123,601
                               ------------------------------------------------------------------------------------
</TABLE>

See accompanying notes.

                                       17
<PAGE>   18
                       OMNI U.S.A., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000
<TABLE>
<CAPTION>
                                                           2001             2000
                                                       ------------     ------------
<S>                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (Loss)/Income                                    $   (232,458)    $    442,577
                                                       ------------     ------------
  Adjustments to reconcile net (loss)/income to
    net cash provided (used) by operating
    activities:

        Depreciation                                        402,488          356,254
        Amortization                                         17,190           59,295
        Deferred tax benefit                                (40,393)            --
        Loss on disposal of assets                           52,108             --
        Changes in operating assets and
          liabilities:
            Accounts/Notes receivable                      (343,207)        (245,739)
            Inventories                                    (882,070)        (645,308)
            Prepaid expenses                                (56,259)          17,729
            Accounts payable and accrued expenses         1,458,565         (788,887)
            Other assets                                    (11,504)            --
                                                       ------------     ------------
              Total adjustments                             596,918       (1,246,656)
                                                       ------------     ------------
              Net cash provided (used) by operating
                activities                                  364,460         (804,079)
                                                       ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of other assets                                     --            (10,014)
  Acquisition of Piecemaker, Inc.                              --           (350,990)
  Purchase of property and equipment                       (218,123)         (88,643)
                                                       ------------     ------------
              Net cash used by investing
            activities                                     (218,123)        (449,647)
                                                       ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds of Piecemaker financing loan                        --            200,000
  Borrowings on line of credit                           14,329,966       18,340,286
  Payments on line of credit                            (14,185,262)     (17,802,746
  Proceeds of PACCAR, Inc. loan                                --          1,000,000
  Payments on long-term debt                               (218,984)        (189,673)
                                                       ------------     ------------
              Net cash (used) provided by financing
                activities                                  (74,280)       1,547,867
                                                       ------------     ------------
NET INCREASE IN CASH                                         72,057          294,141

CASH AT BEGINNING OF PERIOD                                 587,044          292,903
                                                       ------------     ------------
CASH AT END OF PERIOD                                  $    659,101     $    587,044
                                                       ============     ============
</TABLE>

See accompanying notes.

                                       18
<PAGE>   19
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) and Butler Products
        Corporation (a Kentucky Corporation). The financial statements of Omni
        Resources, Ltd. include the activity of 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
        manufacturer, 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.

        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 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 is 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 is 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.

        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 $390,645 and $169,779 in 2001 and 2000,
        respectively.

                                       19
<PAGE>   20
NOTE 1  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)

        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, 2001 two customers accounted for 18% and 14% of
        consolidated receivables. No individual customer accounted for 10% or
        more of consolidated receivables at June 30, 2000.

        Notes receivable result from sales made with extended credit terms and
        are payable in monthly installments. Some notes receivable have terms
        longer than twelve months and carry interest.

        The Company has inventory located in China of approximately $480,000
        and $415,000 at June 30, 2001 and 2000, respectively.

        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.

        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 implemented Statement of Position 98-5, "Reporting on the
        Costs of Start-Up Activities," effective July 1, 1999 and expensed
        $38,502 of unamortized organizational costs on that date.

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

                                       20
<PAGE>   21
NOTE 1  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)

        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. Amounts
        have been calculated as if the reverse split described in Note 2 had
        occurred at the beginning of all periods presented.

        Fair Value of Financial Instruments - The fair values of financial
        instruments approximate their reported carrying amounts at June 30, 2001
        and 2000 due to their relative short lives for current assets and
        liabilities and long-term liabilities are at interest rates comparable
        to current market rates.

        New Accounting Pronouncements - During fiscal 2001, the Company adopted
        Financial Accounting Standards Board (FASB) Statement No. 133,
        Accounting for Derivative Instruments and Hedging Activities, as amended
        by FASB No. 138. Under the new standards, all derivatives are recorded
        at fair value in the financial statements. Changes in fair values of the
        derivatives are recognized periodically in other comprehensive income
        for derivatives designated as hedges of future cash flows or in net
        income for all other derivatives. As of June 30, 2001, the Company does
        not have any derivatives and has experienced no impact from adoption of
        Statement No. 133.

        In July 2001, the FASB issued Statement of Financial Accounting
        Standards No. 141, Business Combinations, and No. 142, Goodwill and
        Other Intangible Assets. Statement No. 141 requires, among other things,
        all business combinations initiated after June 30, 2001, be accounted
        for using the purchase method of accounting. Statement No. 142 primarily
        addresses the accounting for goodwill and intangible assets subsequent
        to their acquisition. Under Statement No. 142, goodwill will no longer
        be amortized over its estimated useful life, but instead be tested for
        impairment at least annually. Statement No. 142 will be effective for
        fiscal years beginning after December 15, 2001 and must be adopted at
        the beginning of a fiscal year. Goodwill and intangible assets acquired
        after June 30, 2001 will be subject immediately to the new
        non-amortization and amortization provisions of Statement No. 142. The
        Company plans to adopt Statement No. 142 effective July 1, 2001 for its
        next fiscal year. The positive impact of adopting this statement is
        anticipated to be $16,000 in fiscal 2002. At June 30, 2001, the Company
        had $168,000 in intangible goodwill that will no longer be amortized
        under this statement.

        Continuing operations - The Company believes that between its access to
        the line of credit facility and its ability to generate funds
        internally, it has adequate capital resources to meet its working
        capital requirements for the foreseeable future, given its current
        working capital requirements, known obligations, and assuming current
        levels of operations. In addition, the Company believes that it has the
        ability to raise additional financing in the form of debt or equity to
        fund additional capital expenditures and operations, if required.

NOTE 2  At a special meeting on June 14, 2001, the Company's Board of
        Directors approved a reduction in the number of authorized shares of
        common stock of the Company and a corresponding three to one reverse
        stock split of its common stock. In addition, all holders of options or
        warrants to purchase future shares of the Company's common stock were
        also reduced on an equal basis of three to one. The effect of the
        reverse split was to reduce the Company's issued and outstanding shares
        from 3,623,094 shares to 1,227,079 shares. The par value of the common
        stock is unchanged. Accordingly, the Company has presented all equity
        information as if the reverse stock split had occurred effective July 1,
        1999.

                                       21
<PAGE>   22
NOTE 3  On July 16, 1999, the Company acquired approximately $212,000 of
        machinery and equipment and approximately $250,000 of inventory from
        Piecemaker, Inc., a Madill, Oklahoma manufacturer of horse, livestock
        and utility trailer component parts, in exchange for 33,333 shares of
        Omni U.S.A., Inc. common stock and $350,990 in cash. The Company also
        entered into a $200,000 loan agreement to finance a portion of the cash
        consideration.

NOTE 4  On September 23, 1999, the Company entered into a $1,000,000 loan
        agreement with PACCAR Inc. (PACCAR). Loan proceeds are to be used to
        support Shanghai Omni Gear's manufacturing of planetary geardrives,
        which will be sold by PACCAR under a distribution agreement entered into
        September 9, 1999. Quarterly payments of principle and interest of 8%
        commence in December 2000 and continue for a five-year period. 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.

NOTE 5  ACCOUNTS RECEIVABLE

        Accounts receivable at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                        2001            2000
                                                    -----------     -----------
<S>                                                 <C>             <C>
        Accounts receivable, trade                  $ 3,387,090     $ 3,231,091
        Allowance for doubtful accounts                (117,504)        (80,000)
                                                    -----------     -----------
                                                    $ 3,269,586     $ 3,151,091
                                                    ===========     ===========
</TABLE>

NOTE 6  INVENTORIES

        Inventories at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                        2001            2000
                                                    -----------     -----------
<S>                                                 <C>             <C>
        Raw materials                               $   576,236     $   402,775
        Work in process                                  37,627         201,138
        Finished goods                                4,440,047       3,499,927
        Reserve for obsolete inventory                  (68,000)           --
                                                    -----------     -----------
                                                    $ 4,985,910     $ 4,103,840
                                                    ===========     ===========

</TABLE>

NOTE 7  PROPERTY AND EQUIPMENT

        Property and equipment at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                        2001            2000
                                                    -----------     -----------
<S>                                                 <C>             <C>
        Warehouse, manufacturing and
          office equipment                          $ 3,400,047     $ 3,079,565
        Land, buildings & leasehold improvements        608,682         574,620
        Tooling costs                                   521,206         520,711
                                                    -----------     -----------
                                                      4,529,935       4,174,896
        Accumulated depreciation and amortization    (2,417,384)     (2,071,293)
                                                    -----------     -----------
                                                    $ 2,112,551     $ 2,103,603
                                                    ===========     ===========
</TABLE>

                                       22
<PAGE>   23
NOTE 8  OTHER ASSETS

        Other assets at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                        2001            2000
                                                    -----------     -----------
<S>                                                 <C>             <C>
        Intangible assets                           $   801,640     $   795,708
        Cash surrender value of life insurance           10,420           8,073
                                                    -----------     -----------
                                                    $   812,060     $   803,781
        Accumulated amortization                        605,270         587,959
                                                    -----------     -----------
                                                    $   206,790     $   215,822
                                                    ===========     ===========
</TABLE>

NOTE 9  REVOLVING LINE 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 2002, bears interest at prime plus 1%-2%, depending
        upon certain financial ratios, requires the maintenance of certain
        levels of income and tangible net worth and is secured by essentially
        all of the U.S. assets of the Company. As of June 30, 2001, the Company
        was not in compliance with its debt service coverage ratio covenant. The
        Company is in current discussions with the financing company to modify
        this covenant.

NOTE 10 COMMON STOCK

        The Company has authorized 50,000,000 shares of common stock with a par
        value of $.004995 per share (see Note 2). At June 30, 2001 and 2000, the
        Company had issued 1,227,079 shares with 1,207,912 shares outstanding
        and 19,167 treasury shares. The Company has never paid cash dividends
        on its Common Stock. As a result of net losses in the current and prior
        fiscal years, the Company has a cumulative retained deficit of
        $2,295,150 as of June 30, 2001; 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.

NOTE 11 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., see Note 4)     July 1, 2009       6.00     166,667
</TABLE>

        On March 15, 2001, all Class B Series 1 Warrants expired by operation
        of the Class B Warrant Agreement. No Class B Series 1 Warrants were
        exercised.

                                       23
<PAGE>   24
NOTE 12 LONG-TERM DEBT

        Long-term debt at June 30 consisted of the following:
<TABLE>
<CAPTION>
                                                                                  2001          2000
                                                                               ----------    ----------
<S>                                                                            <C>           <C>
        Notes payable to banks/financing companies, due in monthly
        installments of $1,047 including interest ranging from
        1.9% to 7.7%, maturing at various dates through 2002,                  $   12,100    $   15,024
        secured by vehicles

        Note payable to bank, due in monthly installments of $1,375
        including interest at 8.25% through 2001, secured
        by equipment                                                                 --          11,949

        Note payable to equipment manufacturer, due in monthly installments
        of $11,333 including interest at 11% through 2003, secured by
        equipment. As of June 30, 2001, the Company was delinquent on
        $131,000 in payments. The Company believes that it has a good
        relationship with the debt holder and will be able to work out a
        payment plan to
        pay off the debt                                                          299,507        40,058

        Butler Products Corporation Industrial Bonds due in
        monthly installments of $2,730 including interest at 5.5%
        through March 2003, secured by equipment                                   54,544        83,440

        Note payable to financing company to finance the assets
        acquired from Piecemaker  Inc., due in monthly
        installments of $4,250 including interest at prine plus 2%
        through June 30, 2002 with final payment at that date                     140,922       174,238

        Note payable to PACCAR, Inc. due in quarterly payments
        $79,721 including interest of 8% commencing December 2000
        for a period of 5 years, unsecured                                        904,707     1,062,896

        Junior Subordinated Notes to Butler Products Corporation former
        owners at 8% annual interest with annual principal payments of
        $166,667 beginning September 30, 2001 through 2003, unsecured             500,000       500,000
                                                                               ----------    ----------
                                                                                1,911,780     1,887,605
        Less current portion                                                      853,889       425,369
                                                                               ----------    ----------
        Total long-term debt                                                   $1,057,891    $1,462,236
                                                                               ==========    ==========
</TABLE>

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

<TABLE>
<S>                                                                            <C>
        2002                                                                   $  853,889

        2003                                                                      514,413

        2004                                                                      465,320

        2005                                                                       78,158
                                                                               ----------
                                                                               $1,911,780
                                                                               ==========
</TABLE>

                                       24
<PAGE>   25
NOTE 13 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 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, 1999                   391,667   23,333   343,333   10,000      5,000     10,000          0        3.65

        Options Granted                  20,000        0         0        0          0     10,000     10,000        3.38
        Options Canceled                      0        0         0        0          0          0          0           0

        Options Outstanding at
        June 30, 2000                   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           0
        Options Canceled                      0        0         0        0          0          0          0           0
        Options Outstanding at
        June 30, 2001                   411,667   23,333   343,333   10,000      5,000     20,000     10,000        3.63

        Exercisable at June 30, 2001    263,333   23,333   343,333   10,000          0          0          0        3.87
        Exercisable at June 30, 2000    263,333   23,333   343,333   10,000          0          0          0        3.87

        Available for future grant at
        June 30, 2001                    88,334
        -----------------------------------------------------------------------------------------------------------------
        Weighted-average remaining
        contractual life in years           5.7        3       5.5        8          8        8.5          9
        -----------------------------------------------------------------------------------------------------------------
</TABLE>

        Statement of Financial Accounting Standards No. 123, "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. The pro forma effects
        had stock options issued to employees been recorded under SFAS 123 is as
        follows:

<TABLE>
<CAPTION>
                                                           2001          2000
                                                        ---------     ---------
<S>                                                     <C>           <C>
        Additional compensation expense                 $ (25,000)    $ (43,000)
        Pro forma net income (loss)                      (257,458)      399,577
                                                        =========     =========
        Pro forma basic earnings (loss) per share       $   (0.21)    $     .33
                                                        =========     =========
</TABLE>

        The Company utilized the Black Scholes option value pricing model to
        estimate the value of the options granted. Assumptions utilized in the
        Black Scholes model include a risk free interest rate of 6.5% for 2001,
        an expected life of 10 years, a volatility of .71 for 2001 and 2000 and
        no expected dividends.

                                       25
<PAGE>   26
NOTE 14    EARNINGS PER SHARE

           The following sets forth the computation of basic and diluted
           earnings per share at June 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                                               2001           2000
                                                                           -----------     ----------
<S>                                                                        <C>             <C>
           Numerator
              Net comprehensive (loss)/income                              $  (233,541)    $  442,577
                                                                           ===========     ==========
           Denominator
              Denominator for basic earnings per share -
              weighted average common shares outstanding                     1,207,912      1,206,236

              Effect of dilutive securities:
                  Conversion of dilutive stock options                            --           66,245
                                                                           -----------     ----------
              Denominator for dilutive earnings per share -
                adjusted weighted average shares and assumed conversion      1,207,912      1,272,481
                                                                           ===========     ==========
           Basic and Comprehensive Net Earnings Per Share                  $     (0.19)    $     0.37
                                                                           ===========     ==========
           Diluted Net Earnings Per Share                                  $     (0.19)    $     0.35
                                                                           ===========     ==========
</TABLE>

           Stock options at June 30, 2001 are antidilutive due to the Company's
           net loss. Stock options with prices greater than $1.625 were
           antidilutive at June 30, 2000. Antidilutive stock options are not
           included in the diluted earnings per share calculation. Stock
           options could potentially dilute basic net earnings per share in
           the future.

NOTE 15    INCOME TAXES

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

<TABLE>
<CAPTION>
                                                        2001             2000
                                                      --------         --------
<S>                                                   <C>              <C>
           Current (state)                            $  1,000         $   --
           Deferred - Current                          (43,794)         (27,000)
           Deferred - Long-term                          3,400           27,000
                                                      --------         --------
                                                      $(39,394)        $    -0-
                                                      ========         ========
</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.

                                       26
<PAGE>   27
NOTE 15    INCOME TAXES (continued)

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

<TABLE>
<CAPTION>
                                                                  2001          2000
                                                               ---------     ---------
<S>                                                            <C>           <C>
           Current deferred tax assets:
                 Accounts receivable                           $  40,000     $  27,200
                 Inventory                                        47,900        11,000
                 Domestic net operating loss carry-forwards      134,000          --
                 Foreign subsidiary net operating loss
                   carry-forwards                                504,000       575,000
                                                               ---------     ---------
                 Deferred tax assets                             725,900       613,200

           Non-current deferred tax liabilities:
                  Depreciation                                   (77,400)      (74,000)
                                                               ---------     ---------
           Net deferred income tax assets                        648,500       539,200
           Valuation allowance                                  (608,106)     (539,200)
                                                               ---------     ---------
           Net deferred income taxes                           $  40,394         $ -0-
                                                               =========     =========
</TABLE>

           The valuation allowance increased $68,906 in 2001 and decreased
           $106,800 in 2000, due to 2001 losses and utilization of net operating
           loss carry-forwards in 2000 to offset taxable income. At June 30,
           2001 the Company had $394,000 of domestic net operating losses,
           which expire in 2021.

           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, and the tax planning
           strategies in determining this value. Management believes 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, 2001. The cumulative amount of undistributed losses of
           its foreign subsidiaries is approximately $1,500,000 at
           June 30, 2001.

           The difference between the effective rate of income tax expense at
           June 30, 2001 and 2000 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>
                                                                      2001          2000
                                                                    --------     ---------
<S>                                                                 <C>          <C>
           Provision for income tax (benefit)/expense at
             U.S. statutory rates                                   $(92,400)    $ 150,000
           Increase (decrease) in tax provision  resulting from:
                U.S. net operating loss carry-forwards not
                   previously recognized                                --         (30,000)
                State income taxes                                     1,000          --
                Non-deductible expense                                 2,700         3,500
                Utilization of tax credits                              --         (15,000)
                Deferred tax assets not previously recognized        (26,700)         --
                Other                                                  7,100        (1,700)
           Change in valuation reserve                                68,906      (106,800)
                                                                    --------     ---------
           Income tax (benefit)/expense                             $(39,394)        $ -0-
                                                                    ========     =========
</TABLE>

           For the years ended June 30, 2001 and 2000, the Company utilized tax
           basis net operating loss carry-forwards amounting to approximately $0
           and $85,600 to decrease federal income tax expense by $0 and $30,000,
           respectively.

                                       27
<PAGE>   28
NOTE 16    COMMITMENTS AND CONTINGENCIES

           Operating Leases - The Company leases equipment and office, warehouse
           and manufacturing space in Houston, TX; Madill, OK; Shanghai, China;
           and Osaka, Japan. The Houston lease is $8,000 per month through 2002.
           The Madill, Oklahoma leases are $6,000 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, 2001, the future minimum
           rental payments required under operating leases were approximately:

           2002                                            $  311,126
           2003                                               213,926
           2004                                               203,355
           2005                                               124,957
           2006                                               120,792
           Thereafter                                       2,536,632
                                                           ----------
           Total                                           $3,510,788
                                                           ==========

           Rent expense was approximately $301,000 and $297,000 during the years
           ended June 30, 2001 and 2000, respectively.

           Insurance Coverage - The Company is self-insured against product
           liability and completed operations. This development, 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, 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. The Company
           maintains directors' and officers' insurance coverage.

           Employment - Eleven percent of the Company's employees,
           (specifically, twenty-one of thirty-six Butler employees) are
           unionized and are covered by a collective bargaining agreement. The
           collective bargaining agreement expires June 12, 2002. Management
           believes that expiration of the agreement will not impact future
           operations.

           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, 2001 and 2000, the
           Company made no contributions to the plan.

           Letters of Credit - The Company has $250,000 unused letters of credit
           outstanding at both June 30, 2001 and 2000.

           Litigation - The Company is currently the plaintiff in 2 cases for
           patent and trademark infringement and is not expected to experience
           any material impact on future operations or financial position of the
           Company.

NOTE 17    MAJOR CUSTOMERS AND SUPPLIERS

           The Company and its subsidiaries had consolidated sales in its power
           transmission component segment of $4,096,000 and $4,187,000 to two
           customers representing 19% and 20% of total consolidated sales in
           fiscal 2001 and 2000, respectively.

           Approximately 60% and 63% of the Company's products were purchased
           from two companies in China in 2001 and 2000, respectively.

                                       28
<PAGE>   29
NOTE 18    SUPPLEMENTAL CASH FLOW INFORMATION

           Due to net operating losses and net operating loss carryforwards, the
           Company was not required to pay any income taxes in 2001 and 2000,
           respectively.

           During 2001, the Company financed $243,159 of capital expenditures
           with debt.

           During 2000, the Company issued 33,333 shares of stock for the
           purchase of Piecemaker assets as discussed in Note 3. The value of
           the stock on the date of issuance was $112,499.

           The Company paid interest of $464,146 and $354,734 for the fiscal
           years ended June 30, 2001 and 2000 respectively.

NOTE 19    SEGMENT INFORMATION

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

<TABLE>
<CAPTION>
                                                      2001             2000
                                                  ------------     ------------
<S>                                               <C>              <C>
           Net Sales
             Power Transmission Components        $ 17,029,168     $ 16,292,020

             Trailer and Implement Components        4,310,126        4,419,871

             Corporate and Eliminations                   --               --
                                                  ------------     ------------
             Total Omni U.S.A., Inc.              $ 21,339,294     $ 20,711,891
                                                  ============     ============
           Income from Operations
             Power Transmission Components        $    551,760     $  1,123,561

             Trailer and Implement Components          225,671          281,445

             Corporate and Eliminations               (564,733)        (451,678)
                                                  ------------     ------------
             Total Omni U.S.A., Inc.              $    212,698     $    953,328
                                                  ============     ============
           Net Income
             Power Transmission Components        $    186,036     $    710,739

             Trailer and Implement Components          221,071          240,165

             Corporate and Eliminations               (639,565)        (508,327)
                                                  ------------     ------------
             Total Omni U.S.A., Inc.              $   (232,458)    $    442,577
                                                  ============     ============
</TABLE>

                                       29
<PAGE>   30
NOTE 19    SEGMENT INFORMATION (continued)

<TABLE>
<S>                                                   <C>            <C>
           Identifiable Assets
             Power Transmission Components            $ 8,402,194    $ 7,713,614

             Trailer and Implement Components           3,232,686      2,527,363
                                                      -----------    -----------
             Total Omni U.S.A., Inc.                  $11,634,880    $10,240,977
                                                      ===========    ===========
           Revenues
             Domestic Customers                       $20,343,413    $19,670,619

             Foreign Customers                            995,881      1,041,272
                                                      -----------    -----------
             Total Revenues                           $21,339,294    $20,711,891
                                                      ===========    ===========
           Property and Equipment (net)
             Domestic                                 $   724,230    $   820,578

             Foreign                                    1,388,321      1,283,025
                                                      -----------    -----------
             Total Property and Equipment             $ 2,112,551    $ 2,103,603
                                                      ===========    ===========
           Depreciation and amortization
             Power Transmission Components            $   361,758    $   279,450

             Trailer and Implement Components              56,102        136,099
             Corporate                                      1,818           --
                                                      ===========    ===========
             Total Omni U.S.A., Inc.                  $   419,678    $   415,549
                                                      ===========    ===========
</TABLE>


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

                                       30
<PAGE>   31
                                    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.

<TABLE>
<CAPTION>
Name                    Age         Position
----                    ---         --------
<S>                     <C>         <C>
Jeffrey K. Daniel       40          President, Chief Executive Officer and
                                    Director

Craig L. Daniel         41          Vice President-Manufacturing and Director

Michael A. Zahorik      38          Executive Vice President, Chief Operating
                                    Officer, General Counsel and Secretary

David M. Sallean        35          Chief Financial Officer

Kevin Guan              43          Director

Didi Duan               54          Director
</TABLE>

-------------------
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.

Michael A. Zahorik joined the Company as its General Counsel in November 1994.
In June 1995, Mr. Zahorik became Vice President of the Company, and in July
1996, became Executive Vice President and Secretary of the Company. In January
1998, Mr. Zahorik became Chief Operating Officer. Mr. Zahorik has a Bachelors
degree from the University of Colorado and a Juris Doctorate from the University
of Denver. Prior to his employment with the Company, Mr. Zahorik was senior
litigation and corporate counsel for McGeady Sisneros & Wollins, P.C., in
Denver, Colorado. Mr. Zahorik is admitted to practice law in Colorado, Texas,
and other Federal districts and circuits.

David M. Sallean joined the Company as its Chief Financial Officer in March
1999. Mr. Sallean has a Bachelors degree from Southwest Texas State University
and is a Certified Public Accountant. Prior to his employment with the Company,
Mr. Sallean was employed by Stewart Title Guaranty Company from June 1988
through March 1999 and most recently as Controller of National Title Services.

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.

                                       31
<PAGE>   32
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 received her graduate of Wuhan University in Hubei, and
is a Chinese CPA in Shanghai, under the accounting rules in China.

                                       32
<PAGE>   33
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         1999     $ 76,500       -           -             -            -                 -            -
                        2000      130,000       -           -             -            -                 -            -
                        2001      130,000       -           -             -            -                 -            -

Craig L. Daniel
Vice President-         1999       76,500       -           -             -            -                 -            -
Manufacturing           2000       85,000       -           -             -            -                 -            -
                        2001       85,000       -           -             -            -                 -            -

Michael A. Zahorik
Executive Vice          1999       73,250       -           -             -            -                 -            -
President, COO &        2000       85,000       -           -             -            -                 -            -
Gen. Counsel            2001       85,000       -           -             -            -                 -            -

David M. Sallean
CFO                     1999       70,000       -           -             -          10,000*             -            -

                        2000       85,000       -           -             -          10,000**            -            -
                        2001       85,000       -           -             -            -                 -            -
</TABLE>

No other executive officer's salary or bonus exceeded $100,000 for the three
most recent fiscal years ended June 30, 2001.

---------------------------

*     On March 8, 1999, under the 1996 ISOP, David M. Sallean was granted
options to purchase 10,000 shares of Common Stock. These grants are at an
exercise price of $3.564 and vest 100% three (3) years from date of grant. See
"STOCK OPTION PLANS" below.

**    On February 24, 2000, under the 1996 ISOP, David M. Sallean was granted
options to purchase 10,000 shares of Common Stock. These grants are at an
exercise price of $3.1875 and vest 100% three (3) years from date of grant. See
"STOCK OPTION PLANS" below.

      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.

                                       33
<PAGE>   34
        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 after the reverse split (See Note 2). 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 options have been
disclosed effective the reverse stock split as discussed in Note 2 of the
footnotes to the financial statements.

        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.

        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.

                         Ten-Year Options/SAR Repricings

<TABLE>
<CAPTION>
                                    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
Michael A. Zahorik         6/6/97    23,334          $2.25             $12.00           $3.00     9 years

</TABLE>

                                       34
<PAGE>   35
        Under the 1996 ISOP, options for 318,334 shares had been granted as of
June 30, 2001. Under the 1994 NQSOP, options for 93,333 shares had been granted
as of June 30, 2001. 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 2001 based on the closing price
of Common Stock at June 30, 2001 of $1.30:

<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
   President and CEO                           $0/98,667                      98,667

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


Michael A. Zahorik
     Executive Vice President, COO
     & General  Counsel                        $0/46,000                      46,000

David M. Sallean
    Chief Financial Officer                       $0/0                        20,000

Executive Officer Group                       $0/243,334                     263,334

Non-Executive Officer Employee Group           $0/66,666                      71,666

Total                                         $0/310,000                     335,000

</TABLE>

                                       35
<PAGE>   36
             Aggregated Option/SAR Exercises in Last Fiscal Year and
                            FY-End Option/SAR Values
<TABLE>
<CAPTION>
                                                                                         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>                             <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
Michael A. Zahorik
Exec. Vice President, COO
   & General Counsel           N/A             N/A                46,000                         $0
                                                                  ------                         --
                                                                  46,000/0                     $0/$0
David M. Sallean
Chief Financial Officer        N/A             N/A                20,000                         $0
                                                                  ------                         --
                                                                0/20,000                       $0/$0
</TABLE>
------------------------

N/A Not applicable. No options were exercised during the fiscal year ended
    June 30, 2001.

(1) Indicates number of options exercisable and unexercisable as of June 30,
    2001.

(2) Based upon closing price of Common stock at June 30, 2001 of $1.30.


        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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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 1, 2001, 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
therof 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 4 in the footnotes to
the financial statements).

                                       36
<PAGE>   37
        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,
2001, 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                 14.6%
Joan J. Daniel (3)                                   175,689                 14.6%
PACCAR, Inc. (8)                                     166,667                 12.1%
Craig L. Daniel (2)(5)                               134,837                  8.3%
Jeffrey K. Daniel (2)(4)                             116,561                  7.2%
Michael A. Zahorik (2)(6)                             65,151                  4.0%
David M. Sallean (2)(7)                                2,834                   *
Executive Officers and Directors as a Group          319,383                 26.0%

* less than 1% of the total number of
  shares outstanding
</TABLE>

-----------------------

(1) Based upon 1,227,079 shares of Common Stock outstanding as of June 30, 2001.

(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 exercisable within 60 days
    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 within 60 days
    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 46,000 shares purchasable under options exercisable within 60 days
    at $3.00 per share and 7,300 shares held of record by the Michael A. Zahorik
    Individual Retirement Account, a self-directed IRA and 4,018 shares
    purchased through the Company's 401(k) plan.

(7) Includes 2,834 shares held of record by the David M. Sallean Individual
    Retirement Account, a self-directed IRA.

(8) Includes 166,667 shares purchasable under Class B Warrants exercisable
    within 60 days at $6.00 per share and expire July 1, 2009. The address of
    such beneficial owner is 777 106th Avenue NE, Bellevue, WA 98004.

                                       37
<PAGE>   38
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

          None.




                                       38
<PAGE>   39
                                   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.

<TABLE>
<CAPTION>
        SIGNATURE                         TITLE                                        DATE
        ---------                         -----                                        ----
<S>                                <C>                                          <C>
/s/ JEFFREY K. DANIEL              CHIEF EXECUTIVE OFFICER & PRESIDENT          SEPTEMBER 28, 2001
-----------------------------                                                             --
JEFFREY K. DANIEL


/s/ DAVID M. SALLEAN               CHIEF FINANCIAL OFFICER                      SEPTEMBER 28, 2001
-----------------------------                                                             --
DAVID M. SALLEAN

</TABLE>

                                       39
<PAGE>   40
                                INDEX OF EXHIBITS
<TABLE>
<CAPTION>
     Exhibit No.                  Name of Exhibit
     -----------                  ---------------
<S>             <C>
        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.

        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.
</TABLE>

                                       40
<PAGE>   41

<TABLE>
<CAPTION>
     Exhibit No.                  Name of Exhibit
     -----------                  ---------------
<S>             <C>
        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.

        27.1    Financial Data Schedule

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

                                       41