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

                                   FORM 10-KSB
                                  ANNUAL REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED JUNE 30, 2005
                         COMMISSION FILE NUMBER: 0-17493

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

<TABLE>
<S>                                                          <C>
         NEVADA                                                   88-0237223
(State of Incorporation)                                        (IRS Employer
                                                             Identification No.)
</TABLE>

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

                    Issuer's telephone number: (713) 635-6331
                     Issuer's internet address: www.ousa.com
           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 $21,007,038

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of October 12, 2005 was approximately $1,277,075 based on
quoted sales on the Over The Counter (OTC) Bulletin Board on such date.

     The number of shares of the Registrant's common stock outstanding as of
October 12, 2005 was 1,227,079.


                                        1
<PAGE>
PART I

ITEM 1. DESCRIPTION OF BUSINESS

     Overview

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

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

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

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

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

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

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


                                       2
<PAGE>
     On October 1, 1996, the Company acquired 100% of the common stock of Butler
Products Corporation ("Butler"). Consideration paid to the shareholders of
Butler included $225,000 in cash, $500,000 in junior subordinated notes. Located
in Butler, Kentucky, Butler is a long-standing manufacturer of jack and trailer
products typically sold to manufacturers and distributors of heavy-duty
trailers.

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

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

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

     On June 7, 2002, June 19, 2002 and September 10, 2002, the Company received
notification from NASDAQ that the Company's stock would be removed from the
NASDAQ listing as Omni's share price had fallen below the minimum required ask
price of $1.00 per share and as the Company's Minimum Value of Publicly Held
Securities had fallen below the minimum of $1,200,000. As of November 12, 2002
the Company is no longer listed on the NASDAQ exchange and is currently listed
and traded on the Over the Counter (OTC) Bulletin Board.

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

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

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

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

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

     (iv) Reputation for responsive customer service;

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

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

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

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

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

     (iii) New product innovation and development; and

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


                                       3
<PAGE>
     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 85% and 83% of the
Company's revenues in fiscal years 2005 and 2004, respectively.

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

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

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

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

     BUTLER

     Trailer and Implement Components. Butler manufactures a wide variety of
     jacks with capacities ranging from 1,000 lbs. to 220,000 lbs. These jacks
     are used to level and lift various trailers, agricultural implements and
     equipment for recreational, utility, construction, agricultural and
     trucking industries as well as for military applications. Butler's products
     include heavy-duty implement jacks, spring return jacks, stabilizing jacks
     and wheel chocks for semi-trailers, a series of high density polyethylene
     lubricating plates for the trucking industry and a complete line of
     bumper-pull and gooseneck couplers for trailers with gross weights up to
     30,000 lbs. Butler's Oklahoma facility manufactures component parts for
     horse, livestock and utility trailers. Their products include greaseable
     gate and hinge sleeves, back gate handles and extensions, roller pin
     assemblies, spring loaded latches, butt bars and plates, hinge assemblies
     and roof bows. As a percentage of revenues, trailer and implement component
     sales represented 15% and 17% of the Company's net sales in fiscal years
     2005 and 2004, respectively.

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

     Product Manufacturing

     Current Manufacturing Arrangements. A majority of the Company's geardrives
are assembled incorporating raw materials and components manufactured or
produced in China by four manufacturers, some of whom the Company has been doing
business with since 1980. The Company believes that these manufacturers can be
relied upon to provide a reliable source of quality manufactured goods for the
foreseeable future. The Company and certain manufacturers have from time to time


                                       4
<PAGE>
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. These relationships are and will continue to
be critical to the Company's ability to obtain quality manufactured products on
acceptable terms.

     The Company owns a 35,000 square foot facility in Butler, Kentucky where
all jacks from 10,000 lbs. to 220,000 lbs. capacities are manufactured. The
light-duty jacks and bumper pull and gooseneck couplers are manufactured in
China in accordance with Butler's quality specifications.

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

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

     Distribution, Sales and Marketing

     Distribution. The Company distributes its products primarily to original
equipment manufacturers and distributors. Customers with limited requirements,
and most of the Company's North American customers, typically purchase Omni Gear
product from inventories. Omni Resources, including Shanghai Omni Gear, on the
other hand, ships parallel shaft and planetary geardrive products, marketed
under Omni Gear, directly from the factory to U.S. customers and foreign
customers located primarily in Australia, Europe, South America and Japan, or to
other customers that purchase entire containers or production runs of Omni Gear
products. Butler distributes its products to after-market distributors, trailer
OEMs and export brokers. All products are shipped from Butler's manufacturing
facility in Butler, Kentucky or prior to fiscal 2004 from Butler's facility in
Madill, Oklahoma. Sales are divided between Omni Gear, Omni Resources, and
Butler based on product line, location of the customer and size of the orders,
with the majority of the sales to customers in the United States.

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


                                       5
<PAGE>
     The Company previously had a long time distribution agreement with Champion
Gear. In December 2002, the Company purchased all the assets of Champion Gear,
including customer and market information and all rights under the product
distribution agreement for $75,000, forgiveness of notes receivable of $25,328
and settlement of all claims made by and counterclaims against the Company. The
purchase has been recorded in other assets.

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

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

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

     Inventories, Firm Orders and Backlogs. The Company maintains approximately
$1,365,000 in inventory at the Houston, Texas facility, approximately $810,000
at the Butler, Kentucky facility, approximately $687,000 at the Shanghai, China
facility, approximately $270,000 in Brazil and approximately $160,000 in
transit. Additionally, the Company has access to inventory located in bonded
warehouses and vendor facilities. The Company forecasts sales 12 months in
advance and maintains a three month rolling production schedule, which permits
the Company to maintain sufficient inventories to meet projected requirements of
its customers yet avoids excessive investments in inventory. The Company expects
that current inventory and production levels in the next fiscal year will
adequately supply product to fulfill the Company's backlog of orders.

     As of June 30, 2005, the Company's backlog was approximately $8,163,000.
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 its entire backlog is shippable
in the next fiscal year.

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


                                        6
<PAGE>
     Power Transmission Components. In sales of power transmissions for 1)
rotary cutter, 2) tractor-powered implement and 3) universal geardrive product
lines, Omni Gear competes with a number of U.S. and foreign companies, including
Comer S.p.A. and Bondioli & Pavesi, each of which are Italian companies, and
Curtis Machine, Inc., Superior Gearbox Mfg., Inc., Hub City and Durst (both
divisions of Regal-Beloit Corporation), and ITG, all of which are American
companies, together with geardrives which are self-produced by certain OEM's.
Published statistics of the size of the market are not readily available.

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

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

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

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

     Employment. The Company currently employs approximately two hundred sixteen
persons worldwide; (i) two hundred by Shanghai Omni Gear, (ii) sixteen at the
Company's Houston, Texas facility, (iii) twenty-five at the Company's facilities
in Butler, Kentucky, (iv) two by Omni Gear do Brazil, and (v) two by Omni
Resources. Nineteen of Butler's twenty-five 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 three full-time
engineers who design products to meet new customer specification or applications
and to make refinements in product manufacturing processes and product quality.
Research and development expenses, unless otherwise specified, are reflected in
the Company's financial statements as part of operating expenses.

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

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


                                        7
<PAGE>
     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.

ITEM 2. DESCRIPTION OF PROPERTY

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

     The Houston facility is a combination office/warehouse facility of
approximately 40,000 square feet, which the Company uses as its headquarters and
as an Omni Gear assembly center, inventory warehouse, warranty repair, quality
control, testing and inspection, and distribution center. The Houston facility
is leased from Phenix Investment Company, a real estate investment company
located in Houston, Texas under a long-term lease expiring July 2005, at a rate
of $8,500 per month.

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

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

ITEM 3. LEGAL PROCEEDINGS

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

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

     No matters were submitted to a vote of the security holders of the Company
during the quarter or fiscal year ended June 30, 2005.


                                        8
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

<TABLE>
<CAPTION>
Quarter Ending    Low   High
--------------   ----   ----
<S>              <C>    <C>
06/30/03         0.35   1.01

09/30/03         0.50   1.80

12/31/03         0.70   0.70

03/31/04         0.36   1.12

06/30/04         0.88   1.65

09/30/04         1.01   2.00

12/31/04         1.11   2.35

03/31/05         1.32   2.33

06/30/05         0.90   1.80
</TABLE>

     As of October 12, 2005, the closing price of the Company's Common Stock was
$1.75 per share. As of June 30, 2005, there were approximately 607 holders of
record of the Company's Common Stock.

     The Company has never paid cash dividends on its Common Stock. As a result
of net losses in prior fiscal years, the Company has a cumulative retained
deficit of $2,748,436 as of June 30, 2005; 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.


                                        9
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Liquidity and Capital Resources

     The Company's primary capital requirements are for routine working capital
needs that are generally met through a combination of internally generated
funds, revolving line of credit facilities and credit terms from suppliers. The
Company's line of credit facilities had an outstanding balance of $1,606,487 at
June 30, 2005. The Company had working capital of $1,766,846 as of June 30, 2005
and $2,436,124 as of June 30, 2004; a decrease of $669,278 during the fiscal
year ended June 30, 2005. The change in working capital was due primarily to
decreases in accounts receivable, accounts payable, inventory, and borrowings on
short-term debt offset by increases in accrued expenses and payments on the
Company's lines of credit in the fiscal year ended June 30, 2005.

     The Company had negative cash flow of $131,374 which resulted in a cash
balance of $401,648 at the year ended June 30, 2005, compared to the June 30,
2004 cash balance of $533,022. The negative cash flow was generated by increases
in payments to the line of credit and notes payable and capital additions and
the net loss for the year.

     The inventory balance as of June 30, 2005 was $3,292,510, a decrease of
$720,711 compared to the June 30, 2004 inventory of $4,013,221.

     The Company's cash used in investing activities for the year ended June 30,
2005 of $229,601 consisted primarily of capital expenditures for fixed assets
compared to $150,160 for the year ended June 30, 2004. The Company believes
that its present facilities and planned capital expenditures are sufficient to
provide adequate capacity for operations in the next fiscal year.

     Net cash provided from financing activities for the year ended June 30,
2005 of $354,257 consisted primarily of borrowings on the Company's line of
credit offset by payments to long term debt and notes payable.

     The Company's current ratio was 1.36 as of June 30, 2005, which is a 13%
decrease when compared to the June 30, 2004 current ratio of 1.56.

     On August 4, 2004, the Company entered into a revolving line of credit
agreement with a new financing company with maximum borrowings up to $5,000,000,
dependent upon qualifying trade accounts receivable and inventory balances. The
line of credit matures August 3, 2007, bears interest a prime plus 1.75% and
incurs an unused line of credit fee of .25%. The credit line is subject to
certain financial ratio and reporting covenants. The line of credit is secured
by the assets of the Houston, Texas and Butler, Kentucky subsidiaries only and
by personal guarantees by two officers of the Company of $1,000,000 each.
Proceeds received under the line of credit agreement were used to repay any
amounts owed under the inventory note payable.

     The Company's businesses are working capital intensive and require funding
for purchases of production, inventories and capital expenditures. The Company
has debt service requirements including payments on notes and monthly interest
payments on the Company's bank credit facilities. Management believes that cash
generated from operations, together with the Company's bank credit facilities,
provides the Company adequate liquidity to meet the Company's operating and debt
service requirements. If however, operations do not remain at current levels and
the Company is unable to access or renew its line of credit facilities or
service its long term debt facilities, the Company will be required to reduce
its operations accordingly which may have a negative impact on the Company to
meet the needs of it customers, suppliers and credit providers. In addition, the
Company believes that it has the ability to raise additional financing in the
form of debt to fund additional capital expenditures, if required.


                                       10
<PAGE>
     Results of Operations

     Fiscal year ended June 30, 2005, compared to fiscal year ended June 30
2004. The Company's business is cyclical and dependent on industrial spending
levels and is impacted by the strength of the economy and other factors. The
Company had net sales of $21,007,038 for the year ended June 30, 2005. This
represents an increase of 10% compared to the year ended June 30, 2004 net sales
of $19,151,939. The following table indicates the Company's net sales comparison
and percentage of change for the years ended June 30, 2005 and 2004:

<TABLE>
<CAPTION>
                                    YEAR ENDED       %       YEAR ENDED       %        DOLLAR       %
NET SALES                            6/30/05     OF TOTAL     6/30/04     OF TOTAL     CHANGE     CHANGE
---------                          -----------   --------   -----------   --------   ----------   ------
<S>                                <C>           <C>        <C>           <C>        <C>          <C>
Power Transmission Components      $17,780,531      85%     $15,961,652      83%     $1,826,111     11%
Trailer and Implement Components     3,226,507      15%       3,190,287      17%         39,326      1%
                                   -----------     ---      -----------     ---      ----------    ---
Consolidated                       $21,007,038     100%     $19,151,939     100%     $1,865,437     10%
                                   ===========     ===      ===========     ===      ==========     ==
</TABLE>

The increase of net sales in the power transmission business segment was due to
increased orders from existing customers

     Gross profit for the year ended June 30, 2005 decreased $127,369 to
$4,408,724, compared to gross profit for the year ended June 30, 2004 of
$4,536,093. The decrease in gross profit is due primarily to increase in net
sales, and ongoing efforts to manage and decrease overhead. Gross profit as a
percentage of net sales was 21% for the year ended June 30, 2005 and 24% for the
year ended June 30, 2004.

     Selling, general and administrative expenses increased $634,587 to
$4,456,237 in the year ended June 30, 2005 from $3,821,650 in the year ended
June 30, 2004. Selling, general and administrative expenses as a percentage of
sales was 21% for the year ended June 30, 2005 and 20% for the year ended June
30, 2004. The increase in selling, general and administrative expenses are due
to increased operational support required by the increase in sales activity.

     Income from operations for the Company decreased $761,956 to ($47,513) for
the year ended June 30, 2005, compared to $714,443 for the year ended June 30,
2004. This decrease is primarily the result of increased selling, general, and
administrative expenses and the decrease in gross profit during the year ended
June 30, 2005.

     Interest expense decreased $2,719, to $435,897 for the year ended June 30,
2005 from $438,616 for the year ended June 30, 2004. The decrease in interest
expense is nominal compared to the previous fiscal year.

     Other income, net (expense) was an expense of ($97,821) for the year ended
June 30, 2005 compared to an income of $28,898 for the year ended June 30, 2004.
The change was mostly attributable to write-off of the goodwill in one of the
subsidiaries.

     The Company's net income decreased $851,859 to a loss of ($639,020), or
($0.53) per share, for the year ended June 30, 2005 compared to $282,301, or
$0.24 per share, for the year ended June 30, 2004.

     Critical Accounting Policies

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


                                       11
<PAGE>
     In May 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity" (SFAS
150). This Statement prescribes how an issuer classifies and measures certain
financial instruments. Financial instruments within the scope of SFAS 150 are
required to be classified as liabilities (or assets in some circumstances). Many
of those instruments were previously classified as equity. SFAS 150 is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective for the Company July 1, 2003. There was no impact to the
Company from adopting SFAS 150.

     Cautionary Statement

     This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The
words "believes," "anticipates," "plans," "expects," and other similar
expressions are intended to identify forward-looking statements. Investors are
cautioned that such forward-looking statements are based on the current
expectations of management and are inherently subject to a number of risks and
uncertainties that could cause the actual results of the Company to differ
materially from such forward-looking statements. Forward-looking statements
involve risks and uncertainties, including, but not limited to, continued
acceptance of the Company's products in the marketplace, competitive factors,
new products and technological changes, the Company's dependence upon
third-party suppliers, political and economic circumstances in China, ability to
access or renew credit facilities and service long term debt facilities and
other risks detailed from time to time in the Company's periodic report filings
with the Securities and Exchange Commission. Investors are directed to the
Company's periodic reports filed with the Securities and Exchange Commission.
The Company is not obligated to update or revise the aforementioned statements
for those new developments.


                                       12
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                       OMNI U.S.A., INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 and 2004


                                       13
<PAGE>
                            Harper & Pearson Company
                            One Riverway, Suite 1000
                              Houston, Texas 77056

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, and the related consolidated
statements of income and comprehensive income, 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Omni U.S.A., Inc.
and Subsidiaries at June 30, 2005 and 2004, and the results of their operations
and their cash flows for the years then ended, in conformity with generally
accepted accounting principles in the United States.


/s/ HARPER & PEARSON COMPANY
-------------------------------------
Houston, Texas
October 7, 2005


                                       14
<PAGE>
                       OMNI U.S.A., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                  2005          2004
                                                              -----------   -----------
<S>                                                           <C>           <C>
                           ASSETS

CURRENT ASSETS
   Cash                                                       $   401,648   $   533,022
   Accounts receivable, trade, net                              2,581,750     2,042,392
   Accounts receivable, related parties                            11,475        24,740
   Inventories, net                                             3,292,510     4,013,221
   Notes receivable, trade                                         57,878            --
   Prepaid expenses                                               320,949       200,041
                                                              -----------   -----------
      TOTAL CURRENT ASSETS                                      6,666,210     6,813,416

PROPERTY AND EQUIPMENT, net of
   accumulated depreciation and amortization                    1,365,827     1,522,830

OTHER ASSETS - primarily intangible assets, net                   275,028       329,756
                                                              -----------   -----------
TOTAL ASSETS                                                  $ 8,307,065   $ 8,666,002
                                                              ===========   ===========
            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                           $ 2,142,684   $ 2,430,087
   Revolving line of credit                                     1,606,487       347,040
   Accrued expenses                                               346,159       256,031
   Current portion of notes payable                               804,034     1,344,134
                                                              -----------   -----------
      TOTAL CURRENT LIABILITIES                                 4,899,364     4,377,292
                                                              -----------   -----------
NOTES PAYABLE                                                     649,346     1,014,436
                                                              -----------   -----------
STOCKHOLDERS' EQUITY
   Common stock (1,227,079 shares issued and 1,227,079
   and 1,171,812 shares outstanding at June 30, 2005
   and 2004, respectively)                                          6,129         6,129
   Additional paid-in capital                                   5,372,815     5,372,815
   Treasury stock (0 and 55,267 shares at June 30, 2005 and
   2004, respectively)                                                 --      (100,071)
   Retained deficit                                            (2,748,436)   (2,109,416)
   Foreign currency translation adjustment                        127,847       104,817
                                                              -----------   -----------
      TOTAL STOCKHOLDERS' EQUITY                                2,758,355     3,274,274
                                                              -----------   -----------
TOTAL LIABILITIES & STOCKHOLDERS'  EQUITY                     $ 8,307,065   $ 8,666,002
                                                              ===========   ===========
</TABLE>

See accompanying notes.


                                       15
<PAGE>
                       OMNI U.S.A., INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                      2005           2004
                                                  ------------   ------------
<S>                                               <C>            <C>
NET SALES                                         $ 21,007,038   $ 19,151,939
COST OF SALES                                      (16,598,314)   (14,615,846)
                                                  ------------   ------------
      Gross Profit                                   4,408,724      4,536,093
OPERATING EXPENSES
   Selling, general and administrative              (4,456,237)    (3,821,650)
                                                  ------------   ------------
      Operating (loss) income                          (47,513)       714,443

OTHER INCOME (EXPENSE)
   Commission income, net                              (57,789)       (22,424)
   Interest expense                                   (435,897)      (438,616)
   Other, net                                          (97,821)        28,898
                                                  ------------   ------------
(LOSS) INCOME BEFORE INCOME TAX EXPENSE               (639,020)       282,301
INCOME TAX EXPENSE                                          --             --
                                                  ------------   ------------
NET (LOSS) INCOME                                     (639,020)       282,301

GAIN ON FOREIGN CURRENCY TRANSLATION ADJUSTMENT         23,030          8,572
                                                  ------------   ------------
COMPREHENSIVE (LOSS) INCOME                       $   (615,990)  $    290,873
                                                  ============   ============
BASIC (LOSS) INCOME PER SHARE                     $      (0.53)  $       0.24
                                                  ============   ============
DILUTED (LOSS) INCOME PER SHARE                   $      (0.53)  $       0.24
                                                  ============   ============
</TABLE>

See accompanying notes.


                                       16
<PAGE>
                       OMNI U.S.A., INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004

<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, 2003                 1,171,812    $6,129   $5,372,815   $(100,071)  $(2,391,717)   $ 96,245    $2,983,401

Net Income (Loss)                                                                         282,301                   282,301

Unrealized gain on foreign currency
   translation adjustment                                                                               8,572         8,572
                                       ---------    ------   ----------   ---------   -----------    --------    ----------
Balance, June 30, 2004                 1,171,812     6,129    5,372,815    (100,071)   (2,109,416)    104,817     3,274,274

Treasury stock issued for services
and patents                               55,267                            100,071                                 100,071

Net Income (Loss)                                                                        (639,020)                 (639,020)

Unrealized gain on foreign currency                                                                    23,030        23,030
   translation adjustment
                                       ---------    ------   ----------   ---------   -----------    --------    ----------
Balance, June 30, 2005                 1,227,079    $6,129   $5,372,815   $      --   $(2,748,436)   $127,847    $2,758,355
                                       =========    ======   ==========   =========   ===========    ========    ==========
</TABLE>

See accompanying notes.


                                       17
<PAGE>
                       OMNI U.S.A., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                2005           2004
                                                            ------------   ------------
<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss) Income                                        $   (639,020)  $    282,301
                                                            ------------   ------------
   Adjustments to reconcile net (loss) income to net cash
      provided by operating activities:
      Depreciation and amortization                              362,427        344,980
      Treasury stock issued for services                           9,571             --
      Goodwill impairment charge                                 169,402             --
      Changes in operating assets and liabilities:
         Accounts and notes receivable                          (583,971)     1,917,572
         Inventories                                             720,711            887
         Prepaid expenses                                       (120,908)        24,008
         Accounts payable and accrued expenses                  (197,272)      (577,903)
         Other assets                                                 --        (10,509)
                                                            ------------   ------------
            Total adjustments                                    359,960      1,699,036
                                                            ------------   ------------
            Net cash provided by operating
               activities                                       (279,060)     1,981,337
                                                            ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                           (190,424)      (150,160)
   Acquisition of intangible and other assets                    (39,177)            --
                                                            ------------   ------------
            Net cash used by investing activities               (229,601)      (150,160)
                                                            ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from borrowings on lines of credit                22,081,109     12,818,577
   Payments on line of credit                                (20,821,662)   (15,211,546)
   Payments on notes payable                                    (905,190)       377,013
                                                            ------------   ------------
            Net cash used by financing activities                354,257     (2,015,956)
                                                            ------------   ------------
Gain on foreign currency translation adjustment                   23,030          8,572
                                                            ------------   ------------
NET DECREASE IN CASH                                            (131,374)      (176,208)

CASH AT BEGINNING OF PERIOD                                      533,022        709,230
                                                                                     --
                                                            ------------   ------------
CASH AT END OF PERIOD                                       $    401,648   $    533,022
                                                            ============   ============
</TABLE>

See accompanying notes.


                                       18
<PAGE>
NOTE 1 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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


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

     Concentration of Credit Risk - Financial instruments which potentially
     subject the Company to concentrations of credit risk consist principally of
     trade receivables and cash. The Company places its cash with high credit
     quality financial institutions. Cash in financial institutions located
     abroad totaled $250,152 and $436,952 in 2005 and 2004, respectively.

     Trade accounts receivable consist of receivables from both domestic and
     foreign customers in various industries and geographic regions worldwide,
     with more than one half of consolidated sales being to customers in the
     Southern and Central United States. Generally, no collateral or other
     security is required to support customer receivables. An allowance for
     doubtful accounts is established as needed based upon factors surrounding
     the credit risk of specific customers, historical trends, and other
     information. Sales of receivables without recourse under the Company's
     factoring arrangement as further discussed in Note 2 are recorded as a sale
     of assets.

     As of June 30, 2005, one customer accounted for 27% of consolidated
     receivables. As of June 30, 2004 one customer accounted for 15% of
     consolidated receivables.

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

     The Company has inventory located in China of approximately $687,000 and
     $985,000 at June 30, 2005 and 2004, respectively and in Brazil of
     approximately $270,000 and $146,000 at June 30, 2005 and 2004,
     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.


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

     Intangible Assets and Organizational Costs - Intangible assets consist of
     goodwill from the Butler Products acquisition, engineering plans, designs,
     trademarks and patents. Amortization of non-goodwill intangibles is
     provided on a straight-line basis over five to fifteen year periods. The
     Company adopted SFAS No. 142 effective July 1, 2001. At June 30, 2005 and
     2004, the Company had $169,000 in intangible goodwill that is no longer
     being amortized as a result of this statement. During the fourth quarter of
     fiscal year 2005, the Company determined that the carrying amount of
     $169,000 of net goodwill in the Houston subsidiary's books that resulted
     from the purchase of Butler Products was impaired. As a result, a goodwill
     impairment loss was recognized for the entire amount.

     Foreign Currency Translation - There are significant operations in Mainland
     China and some operations in Brazil; however, the functional exchange rate
     for those operations is the U.S. dollar. The foreign currency translation
     adjustment primarily arises from the translation of amounts from operations
     in Hong Kong in which the functional currency is that of the foreign
     location. Income and expense amounts are translated at the average rates of
     exchange for the periods. These translation adjustments are reported
     separately as a component of stockholders' equity. Current year changes are
     included in comprehensive income.

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

     Fair Value of Financial Instruments - The fair value of financial
     instruments approximate their reported carrying amounts at June 30, 2005
     and 2004 due to their relative short lives for current assets and
     liabilities and long-term liabilities are at interest rates comparable to
     current market rates. As of June 30, 2005 and 2004, the Company does not
     have any derivatives and has experienced no impact from adoption of SFAS
     No. 133.

     Other Income - Other income consists of income received from sales of scrap
     metal or inventory, tooling fees from customers for custom orders, and
     gains and losses on the sales of assets.


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

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

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

     Inventory Costs

              In November 2004, the FASB issued SFAS No. 151, "Inventory Costs
     - an amendment of ARB 43, Chapter 4" (SFAS 151), SFAS 151 amends the
     guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
     accounting for abnormal amounts of idle facility expense, freight,
     handling costs and wasted material. SFAS 151 requires that those items be
     recognized as current-period charges, rather than as a portion of the
     inventory cost. In addition, SFAS 151 requires that allocation of fixed
     production overhead to the costs of conversion be based on the normal
     capacity of the production facilities. SFAS 151 will be effective for
     inventory costs incurred during fiscal years beginning after June 15,
     2005. The Company does not expect this statement to have a material impact
     on the Company's consolidated financial statements.

     Tax

              In December 2004, the FASB issued Staff Position No. FAS 109-1
     "Application of FASB Statement No. 109, Accounting for Income Taxes, to
     the Tax Deduction on Qualified Production Activities provided by the
     American Jobs Creation Act of 2004" (FAS 109-1). The American Jobs
     Creation Act of 2004, enacted on October 22, 2004, provides for a
     deduction for certain qualified production activities. FAS 109-1 provides
     guidance for the application of FASB Statement No. 109, Accounting for
     Income Taxes, to the deduction for certain qualified production
     activities, and was effective immediately upon issuance. The adoption of
     FAS 109-1 did not have a significant impact on the Company's consolidated
     financial statements.

              In December 2004, the FASB issued Staff Position No. FAS 109-2
     "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
     Provision within the American Jobs Creation Act of 2004" (FAS 109-2). The
     American Jobs Creation Act of 2004 ("Jobs Act"), enacted on October 22,
     2004, provides for a temporary 85% dividends-received deduction on certain
     foreign earnings repatriated to a U.S. taxpayer, provided certain criteria
     are met. FAS 109-2 provides accounting and disclosure guidance for the
     repatriation provision, and was effective immediately upon issuance. This
     did not have a significant impact on the Company's consolidated financial
     statements.

     Share-Based Payment

              In December 2004, the FASB issued SFAS No. 123R, "Share-Based
     Payment" (SFAS 123R). SFAS 123R is a revision of SFAS No. 123, "Accounting
     for Stock-Based Compensation", and supersedes APB 25. Among other items,
     SFAS 123R eliminates the use of the intrinsic value method of accounting,
     and requires companies to recognize the cost of employee services received
     in exchange for awards of equity instruments, based on the grant date fair
     value of those awards, in the financial statements. The effective date of
     SFAS 123R is the first reporting period beginning after June 15, 2005.
     SFAS 123R permits companies to adopt its requirements using either a
     "modified prospective" method, or a "modified retrospective" method.

              The Company currently utilizes a standard option pricing model
     (i.e., Black-Scholes) to measure the fair value of stock options granted
     to employees. While SFAS 123R permits entities to continue to use such a
     model, the standard also permits the use of a "lattice" model. The Company
     will continue to utilize the Black-Scholes option pricing model to measure
     the fair value of its stock options.

              The Company expects to adopt SFAS 123R effective July 1, 2005.
     The Company does not believe that this adoption will have a significant
     impact on the Company's results of operations.


NOTE 2 ACCOUNTS RECEIVABLE

     Accounts receivable at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                     2005         2004
                                  ----------   ----------
<S>                               <C>           <C>
Accounts receivable, trade        $2,642,562   $2,167,540
Allowance for doubtful accounts      (60,812)    (125,148)
                                  ----------   ----------
                                  $2,581,750   $2,042,392
                                  ==========   ==========
</TABLE>

     In May 2004, the Company entered into a factoring agreement with a
     financing company which temporarily replaced the Company's revolving line
     of credit. Under the factoring agreement, the financing company purchases
     qualifying accounts receivable without recourse subject to a residual
     payment of 15% of the receivable balance less factoring fees. The Company
     accounts for the factoring of the receivables as a sale of assets in
     accordance with Statement of Financial Accounting Standards No. 140
     "Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities. Total receivables sold under the factoring
     agreement were $1,419,630 at June 30, 2004. Included in accounts receivable
     at June 30, 2004 are $212,944 in residual payments due to the Company from
     the financing company. Subsequent to June 30, 2004, the factoring
     arrangement was replaced with a revolving line of credit.

                                       22
<PAGE>
NOTE 3 INVENTORIES

     Inventories at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                    2005         2004
                                 ----------   ----------
<S>                              <C>          <C>
Raw materials                    $  187,953   $  299,755
Work in process                     148,346      196,438
Finished Goods                    3,070,280    3,646,008
Reserve for obsolete inventory     (114,069)    (128,980)
                                 ----------   ----------
                                 $3,292,510   $4,013,221
                                 ==========   ==========
</TABLE>

NOTE 4 PROPERTY AND EQUIPMENT

     Property and equipment at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                     2005          2004
                                                 -----------   -----------
<S>                                              <C>           <C>
Warehouse, manufacturing, and office equipment   $ 4,008,226   $ 3,842,786
Land, buildings, and leasehold improvements          638,787       634,209
Tooling costs                                        567,057       546,651
                                                 -----------   -----------
                                                   5,214,070     5,023,646
Accumulated depreciation and amortization         (3,848,243)   (3,500,816)
                                                 -----------   -----------
                                                 $ 1,365,827   $ 1,522,830
                                                 ===========   ===========
</TABLE>

NOTE 5 OTHER ASSETS

     Other assets at June 30 consisted of the following:

<TABLE>
<CAPTION>
                             2005        2004
                           --------   ---------
<S>                        <C>        <C>
Intangible assets          $333,258   $ 454,427
Accumulated amortization    (58,230)   (124,671)
                           --------   ---------
                           $275,028   $ 329,756
                           ========   =========
</TABLE>


                                       23
<PAGE>
NOTE 6 REVOLVING LINES OF CREDIT

     The Company maintains a line of credit with a foreign financial
     institution, which provides for maximum borrowings of $1,000,000, based on
     the creditworthiness of the Company's customers serviced by the Company's
     foreign subsidiary. Outstanding borrowings amounted to $33,276 and $347,040
     at June 30, 2005 and June 30, 2004, respectively. The line of credit
     matures November 30, 2005 and bears interest at 5.625%.

     On August 4, 2004, the Company entered into a revolving line of credit
     agreement with a new financing company with maximum borrowings up to
     $5,000,000, dependent upon qualifying trade accounts receivable and
     inventory balances. The line of credit matures August 3, 2007, bears
     interest a prime plus 1.75% and incurs an unused line of credit fee of
     .25%. The credit line is subject to certain financial ratio and reporting
     covenants. The line of credit is secured by the assets of the Houston,
     Texas and Butler, Kentucky subsidiaries only and by personal guarantees by
     two officers of the Company of $1,000,000 each. Proceeds received under the
     line of credit agreement were used to repay any amounts owed under the
     inventory note payable. Outstanding borrowings amounted to $1,573,211 and
     $0 at June 30, 2005 and June 30, 2004, respectively. The Company was not in
     compliance with certain covenants at June 30, 2005, and has not yet
     obtained a waiver.


                                       24
<PAGE>
NOTE 7 NOTES PAYABLE

Notes payable at June 30 consisted of the following:

<TABLE>
<CAPTION>
                                                                             2005         2004
                                                                          ----------   ----------
<S>                                                                       <C>          <C>
Notes payable to banks/finance companies, due in aggregate monthly
installments of $949 including interest ranging from 1.9% to 7.7%,
maturing at various dates through 2006, secured by vehicles               $    1,798   $   12,691

Notes payable to equipment manufacturer, due in aggregate monthly
installments of $198 including interest, maturing at various dates
through 2008                                                                   4,889        6,636

Note payable to equipment manufacturer, secured by equipment
Management has classified these balances and payments based upon
management's plan to repay the debt over a 60 month period in monthly
installments of $5,800 including interest at 8% through 2007.                121,638      178,683

Note payable to PACCAR, Inc. due in minimum monthly payments of $18,600
including principle and interest of approximately 11% commencing for a
period of 5 years in May 2002, unsecured                                     444,447      601,647

Note payable to supplier of $435,916 payable in a 10% premium paid on
all future purchases from the supplier until the balance is paid in
full. Classification of current and long term portions are based upon
Management's best estimate of future repayments                              269,674      347,902

Note payable to foreign third party, principle due in one payment
January 27, 2006, interest at 0.54% due monthly and secured by certain
machinery and equipment of Shanghai Omni Gear                                362,443      362,443

Junior Subordinated Notes to Butler Products Corporation former owners
at 8% annual interest with variable payments based upon margins earned
on certain Butler product sales and from proceeds of any Butler assets
sold in the future, if any. The former owners have the right to
further amend and accelerate the repayment terms if repayment of
principle is not deemed adequate by the former owners under the above
repayment plan. Management has classified the balance as current             143,275      181,974

Notes payable to banks/finance companies, due in aggregate monthly
installments of $777 including interest, maturing in 2008                     18,014           --

Short term note payable converted from an accounts payable to a
supplier payable in less than one year, at 0% interest, unsecured             87,203           --

Inventory note payable of $850,000 at 7% due in monthly payments of
$30,000 with the remaining balance due August 31, 2004. The note
payable is subject to certain financial and reporting covenants and
secured by the assets of the Company. The Company was in not in
compliance with its covenants at June 30, 2004. The note was repaid in
August 2004 as further discussed in Note 18 with a new revolving line
of credit                                                                         --      666,595
                                                                          ----------   ----------
                                                                           1,453,380    2,358,570
Less current portion                                                         804,034    1,344,134
                                                                          ----------   ----------
Long term portion                                                         $  649,347   $1,014,436
                                                                          ==========   ==========
</TABLE>


                                       25
<PAGE>
NOTE 7 NOTES PAYABLE (CONTINUED)

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

<TABLE>
<S>       <C>
2006      804,034
2007      360,115
2008      246,298
2009       42,934
       ----------
       $1,453,380
       ==========
</TABLE>

NOTE 8 COMMON STOCK

     The Company has authorized 50,000,000 shares of common stock with a par
     value of $.004995 per share. At June 30, 2005, the Company had issued
     1,227,079 shares with all shares outstanding. The Company has never paid
     cash dividends on its Common Stock. In October 2004, The Company issued
     55,267 shares of stock in exchange for intangible assets and professional
     services. As a result of net losses in the prior fiscal years, the Company
     has a cumulative retained deficit of $2,669,161 as of June 30, 2005;
     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 9 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
                                                  Price per    Warrants
                                Expiration Date     Share       Issued
                                ---------------   ---------   ---------
<S>                             <C>               <C>         <C>
Class B Series (PACCAR. Inc.)    July 1st, 2009      6.00      166,667
</TABLE>

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


                                       26
<PAGE>
NOTE 10 STOCK OPTION PLANS

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

     The Board of Directors has reserved 500,000 shares under the Plans.

<TABLE>
<CAPTION>
                                                                                                              Weighted-
                                                                                                               Average
                                              Total #    $12.00   $3.00    $4.875   $6.75    $3.564  $3.1875  Exercise
Stock Option Summary                         of Shares  Options  Options  Options  Options  Options  Options    Price
--------------------                         ---------  -------  -------  -------  -------  -------  -------  ---------
<S>                                          <C>        <C>      <C>      <C>      <C>      <C>      <C>      <C>
Options Outstanding at June 30, 2003          345,667    23,333  297,333   10,000   5,000    10,000      0       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, 2004          345,667    23,333  297,333   10,000   5,000    10,000      0       3.63
Options Granted                                     0         0        0        0       0         0      0          0
Options Canceled                                    0    23,333        0        0       0         0      0          0
Options Outstanding at June 30, 2005          322,334         0  297,333   10,000   5,000    10,000      0       3.13
Exercisable at June 30, 2005                  345,667    23,333  297,333   10,000   5,000    10,000      0       3.63
Exercisable at June 30, 2004                  322,334         0  297,333   10,000   5,000    10,000      0       3.13
Available for future grant at June 30, 2005   177,666
                                              -------    ------  -------   ------   -----    ------    ---       ----
Weighted-average remaining contractual life
   in years                                       1.7         0      1.5        4       4       4.5      0
                                              -------    ------  -------   ------   -----    ------    ---       ----
</TABLE>

     SFAS No. 123 and 148, "Accounting for Stock-Based Compensation,"
     encourages, but does not require, companies to record compensation costs f
     or stock-based employee compensation plans at fair value. The Company has
     chosen to continue to account for stock-based compensation using the
     intrinsic value method prescribed in Accounting Principles Board Opinion
     No. 25, "Accounting for Stock Issued to Employees," and related
     Interpretations. Accordingly, compensation costs for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an employee must pay to
     acquire the stock. No options were granted in the fiscal years ended June
     30, 2005 and 2004 and there was no effect to the income statement under
     SFAS 123 and 148.


                                       27
<PAGE>
NOTE 11 EARNINGS PER SHARE

     The following sets forth the computation of basic and diluted earnings per
     share at June 30, 2005 and 2004.

<TABLE>
<CAPTION>
                                                                   2005         2004
                                                                ----------   ----------
<S>                                                             <C>          <C>
Numerator
   Net Income (loss)                                            $ (639,020)  $  282,301
                                                                ==========   ==========
Denominator
   Denominator for basic earnings per share -
   weighted average common shares outstanding                    1,212,392    1,171,812

   Effect of dilutive securities:
      Conversion of dilutive stock options                              --           --
                                                                ----------   ----------
   Denominator for dilutive earnings per share -
      adjusted weighted average shares and assumed conversion    1,212,392    1,171,812
                                                                ==========   ==========
Basic Earnings Per Share (Loss)                                 $    (0.53)  $     0.24
                                                                ==========   ==========
Diluted Net Earnings Per Share (Loss)                           $    (0.53)  $     0.24
                                                                ==========   ==========
</TABLE>

     Stock options at June 30, 2005 and 2004 are antidilutive as all exercise
     prices are currently higher than the market price.

NOTE 12 INCOME TAXES

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

<TABLE>
<CAPTION>
                       2005   2004
                       ----   ----
<S>                    <C>    <C>
Current state            --     --
Deferred - Current       --     --
Deferred - Long-Term     --     --
                        ---    ---
                         --     --
                        ===    ===
</TABLE>

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


                                       28
<PAGE>
NOTE 12 INCOME TAXES (continued)

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

<TABLE>
<CAPTION>
                                                             2005        2004
                                                          ---------   ---------
<S>                                                       <C>         <C>
Current deferred tax assets
   Accounts receivable                                    $  54,000   $  43,000
   Inventory                                                 58,000      63,000
   Domestic net operating loss carry-forwards               225,000     164,000
   Foreign subsidiary net operating loss carry-forwards     611,000     517,000
                                                          ---------   ---------
   Deferred tax assets                                      948,000     787,000

Non-current deferred tax liabilities
   Depreciation                                            (136,000)   (128,000)
                                                          ---------   ---------
Net deferred income tax assets                              812,000     659,000
Valuation allowance                                        (812,000)   (659,000)
                                                          ---------   ---------
Net deferred income taxes                                        --          --
                                                          =========   =========
</TABLE>

     The valuation allowance increased $153,000 and decreased $67,000 during
     2005 and 2004, respectively due to losses. At June 30, 2005 the Company had
     approximately $662,000 of domestic net operating losses, which expire by
     2023.

     The Company has not provided for income taxes on the undistributed earnings
     of its foreign subsidiaries because it intends to reinvest these earnings
     in the continuing operations of these subsidiaries. In determining the
     value of deferred tax assets, management considers whether it is more
     likely than not that some portion or all of the deferred tax assets will
     not be realized. Management considers the scheduled reversals of deferred
     tax assets and liabilities, projected future taxable income, if any, and
     the tax planning strategies in determining this value. Management does not
     believe it is more likely than not that the Company will realize the
     benefits of its deferred tax assets, net of existing valuation allowances
     at June 30, 2005. The cumulative amount of undistributed losses of its
     foreign subsidiaries is approximately $1,795,000 at June 30, 2005.

     The difference between the effective rate of income tax expense at June 30,
     2005 and 2004 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>
                                                           2005       2004
                                                         --------   --------
<S>                                                      <C>        <C>
Provision for income tax benefit/(expense) at U.S.
   statutory rates                                        217,267   $(64,407)
Change in income tax benefit/(expense) resulting from:
   Non-deductible expense                                  (3,200)    (3,600)
   Non-deductible Goodwill writeoff                       (58,000)        --
   Other                                                   (3,067)     1,007
Change in valuation reserve                              (153,000)    67,000
                                                         --------   --------
Income tax benefit (expense)                                   --         --
                                                         ========   ========
</TABLE>


                                       29
<PAGE>
NOTE 13 COMMITMENTS AND CONTINGENCIES

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

<TABLE>
<S>          <C>
2006         $  292,857
2007            134,289
2008            134,289
2009            132,529
2010            129,009
Thereafter    1,570,617
             ----------
Total        $2,393,591
             ==========
</TABLE>

     Rent expense was approximately $274,000 and $257,000 during the years ended
     June 30, 2005 and 2004, respectively.

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

     Employment - Seventy-six percent of one of the subsidiary's employees,
     (specifically, nineteen of twenty-five Butler employees) are unionized and
     are covered by a collective bargaining agreement. The collective bargaining
     agreement expires within one year.

     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, 2005 and 2004, the Company
     made no contributions to the plan.

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


                                       30
<PAGE>
NOTE 14 MAJOR CUSTOMERS AND SUPPLIERS

     The Company and its subsidiaries had consolidated sales in its power
     transmission component segment of $5,106,032 and $3,954,991 to one customer
     representing 24% and 21% of total consolidated sales in fiscal 2005 and
     2004, respectively.

     Approximately 61% of the Company's inventory purchases were from two
     companies in China in 2005 and 2004.

NOTE 15 SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING
     ACTIVITIES

     The Company converted $87,203 in accounts payable into notes payable as
     mentioned in note 7. The company also issued treasury stock for the
     acquisition of patents and services.

     Due to net operating loss carryforwards, the Company was not required to
     pay any income taxes in 2005 and 2004.

     The Company paid interest of $435,897 and $438,616 during the fiscal years
     ended June 30, 2005 and 2004, respectively.

NOTE 16 SEGMENT INFORMATION

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

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

<TABLE>
<CAPTION>
                                          2005          2004
                                      -----------   -----------
<S>                                   <C>           <C>
Net Sales
   Power Transmission Components      $17,780,531   $15,961,652
   Trailer and Implement Components     3,226,507     3,190,287
                                      -----------   -----------
   Total Omni U.S.A., Inc.            $21,007,038   $19,151,939
                                      ===========   ===========

Income (Loss) from Operations
   Power Transmission Components      $   404,470   $   901,049
   Trailer and Implement Components      (431,983)     (186,606)
                                      -----------   -----------
   Total Omni U.S.A., Inc.            $   (47,513)  $   714,443
                                      ===========   ===========

Net Income (Loss)
   Power Transmission Components      $   (50,124)  $   571,980
   Trailer and Implement Components      (588,896)     (289,679)
                                      -----------   -----------
   Total Omni U.S.A., Inc.            $  (639,020)  $   282,301
                                      ===========   ===========
</TABLE>


                                       31
<PAGE>
NOTE 16 SEGMENT INFORMATION (continued)

<TABLE>
<S>                                   <C>           <C>
Identifiable Assets
   Power Transmission Components      $ 6,446,270   $ 5,819,116
   Trailer and Implement Components     1,860,795     2,846,886
                                      -----------   -----------
   Total Omni U.S.A., Inc.            $ 8,307,065   $ 8,666,002
                                      ===========   ===========
Revenues
   Domestic Customers                 $18,779,048   $16,823,270
   Foreign Customers                    2,227,990     2,328,669
                                      -----------   -----------
   Total Revenues                     $21,007,038   $19,151,939
                                      ===========   ===========
Property and Equipment (net)
   Domestic                           $   427,765   $   469,990
   Foreign                                938,062     1,052,840
                                      -----------   -----------
   Total Property and Equipment       $ 1,365,827   $ 1,522,830
                                      ===========   ===========
Depreciation and amortization
   Power Transmission Components      $   267,186   $   237,070
   Trailer and Implement Components        95,241       107,910
                                      -----------   -----------
   Total Omni U.S.A., Inc.            $   362,427   $   344,980
                                      ===========   ===========
Interest Expense
   Power Transmission Components      $   280,909   $   333,370
   Trailer and Implement Components       154,988       105,246
                                      -----------   -----------
   Total Omni U.S.A., Inc.            $   435,897   $   438,616
                                      ===========   ===========
</TABLE>


                                       32
<PAGE>
NOTE 17 FOURTH QUARTER ADJUSTMENTS (UNAUDITED)

     During the fourth quarter of fiscal year 2004, the Company recorded
     adjustments of approximately $80,000 to write down inventory in its Trailer
     Implement Components business segment as a result of its consolidation of
     facilities to Butler, Kentucky during the second quarter of fiscal year
     2004, the adjustments were the result of determinations that certain
     transferred inventory from discontinued operations retained no value.

     During the fourth quarter of fiscal year 2005, the Company determined that
     the carrying amount of $169,000 of net goodwill in the Houston subsidiary's
     books that resulted from the purchase of Butler Products was impaired. As a
     result, a goodwill impairment loss was recognized for the entire amount.
     Additionally, Butler inventory was reduced by approximately 120,000 as
     determined by the year end physical count.


                                       33
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

     None.

                                    PART III

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

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

<TABLE>
<CAPTION>
Name                Age   Position
----                ---   --------
<S>                 <C>   <C>
Jeffrey K. Daniel    44   President, Chief Executive Officer and Director
Craig L. Daniel      45   Vice President-Manufacturing and Director
Kevin Guan           47   Director
Didi Duan            58   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.

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

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


                                       34
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>
                              Annual Compensation                   Long Term Compensation
                    --------------------------------------   -----------------------------------
                                                                       Awards            Payouts
                                                             -------------------------   -------
                                                             Restricted    Securities
Name and                                      Other Annual      Stock      Underlying                All Other
Position            Year    Salary    Bonus   Compensation     Awards     Options/SARs   Payouts   Compensation
--------            ----   --------   -----   ------------   ----------   ------------   -------   ------------
<S>                 <C>    <C>        <C>     <C>            <C>          <C>            <C>       <C>
Jeffrey K. Daniel
President & CEO     2003   $110,000     --         --            --            --           --          --
                    2004    110,000     --         --            --            --           --          --
                    2005    110,000     --         --            --            --           --          --

Craig L. Daniel
Vice President-     2003     85,000     --         --            --            --           --          --
Manufacturing       2004     85,000     --         --            --            --           --          --
                    2005     85,000     --         --            --            --           --          --
</TABLE>

No other executive officer's salary or bonus exceeded $100,000 for the three
most recent fiscal years ended June 30, 2005.

----------
     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.


                                       35
<PAGE>
     STOCK OPTION PLANS AND STOCK OPTIONS

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

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

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

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

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

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

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

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

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


                                       36
<PAGE>
     The following table provides repricing information for options held by the
Company's five most highly compensated executive officers. The repricing was
implemented in 1997 on the recommendation of the Compensation Committee to
conform the options to prevailing market prices and provide an incentive for
which the options were designed.

                         Ten-Year Options/SAR Repricings

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


                                       37
<PAGE>
     Under the 1996 ISOP, options for 318,334 shares had been granted as of June
30, 2004. Under the 1994 NQSOP, options for 93,333 shares had been granted as of
June 30, 2004. 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 2004 based on the closing price
of Common Stock at June 30, 2004 of :

<TABLE>
<CAPTION>
                                             1994 NQSOP and 1996 ISOP
                                       -----------------------------------
                                       Dollar Value /     Total Number of
                                           Shares       Shares Represented
Name and Position                        Exercisable        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
Executive Officer Group                  $0/197,334           197,334
Non-Executive Officer Employee Group     $ 0/71,666            71,666
Total                                    $0/269,000           269,000
</TABLE>

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
</TABLE>

----------
N/A Not applicable. No options were exercised during the fiscal year ended June
30, 2004.

(1)  Indicates number of options exercisable and unexercisable as of June 30,
     2004.

(2)  Based upon closing price of Common stock at June 30, 2004 of $1.01.

     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.


                                       38
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

EQUITY COMPENSATION

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

<TABLE>
<CAPTION>
                                                                                                  Number of securities
                                                                                                 remaining available for
                                Number of securities to be                                    future issuance under equity
                                  issued upon exercise of       Weighted-average exercise          compensation plans
                               outstanding option, warrants   price of outstanding options,       (excluding securities
                                        and rights                 warrants and rights          reflected in column (a))
                                            (a)                            (b)                             (c)
                               ----------------------------   -----------------------------   ----------------------------
<S>                            <C>                            <C>                             <C>
Equity compensation plans
approved by security holders              345,667                         $3.63                          154,333

Equity compensation plans
not approved by security
holders                                        --                            --                               --
                                          -------                         -----                          -------
Total                                     345,667                         $3.63                          154,333
                                          =======                         =====                          =======
</TABLE>

CAPITALIZATION

     The Company's currently authorized equity securities are as follows: (i)
50,000,000 shares of Common Stock, par value $.004995 per share (see Note 2),
(ii) 454,258 Class B Common Stock Purchase Warrants ("Class B Warrants"). As of
September 30, 2005, the Company had outstanding 1,227,079 shares of Common
Stock, and Class B Warrants to purchase 166,667 shares of Common Stock.

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


                                       39
<PAGE>
     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of the close of business on June 30, 2005, 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               14.3%
Joan J. Daniel (3)                          175,689               14.3%
PACCAR, Inc. (6)                            166,667               13.6%
Craig L. Daniel (2)(5)                      134,837               10.9%
Jeffrey K. Daniel (2)(4)                    116,561                9.5%
Executive Officers and Directors as
   a Group                                  251,398               20.5%
</TABLE>

----------
(1)  Based upon 1,227,079 shares of Common Stock outstanding as of June 30,
     2005.

(2)  The address for all officers is 7502 Mesa Road, Houston, Texas 77028.

(3)  Includes 125,000 shares each subject to certain conditions and limitations
     set forth in the Registration Rights Agreement (see Exhibit 10.11). The
     address for such beneficial owner is 2476 Bolsover, #626, Houston, Texas
     77005.

(4)  Includes 98,667 shares purchasable under options at $3.00 per share and
     1,255 shares held in street name and 257 shares held of record by the
     Jeffrey K. Daniel Individual Retirement Account, a self-directed IRA and
     4,129 shares purchased through the Company's 401(k) plan.

(5)  Includes 98,667 shares purchasable under options exercisable at $3.00 per
     share and 2,267 shares held of record by the Craig L. Daniel Individual
     Retirement Account, a self-directed IRA.

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


                                       40
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

ITEM 13. CONTROLS AND PROCEDURES

     EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

     Within 90 days prior to the date of this report, the Company carried out an
     evaluation, under the supervision and with the participation of its
     management, including the Chief Executive Officer and Controller, of the
     effectiveness of the design and operation of the Company's disclosure
     controls and procedures. Based on this evaluation, the Company's Chief
     Executive Officer and Controller concluded that the Company's disclosure
     controls and procedures (as defined in Rules 13a-14(c) under the Securities
     Exchange Act of 1934 (the"Exchange Act") are effective.

     CHANGES IN INTERNAL CONTROLS.

     Subsequent to the date of the most recent evaluation, there were no
     significant changes in the Company's internal controls or in other factors
     that could significantly affect the Company's disclosure controls and
     procedures, and there were no corrective actions with regard to significant
     deficiencies and material weaknesses based on such evaluation.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The following table presents fees for professional audit services rendered
     by Harper & Pearson Company for the years ended June 30, 2005 and 2004.

<TABLE>
<CAPTION>
                             2005          2004
                         -----------   -----------
<S>                      <C>           <C>
Audit Fees: (1)          $116,568.43   $101,892.85
Audit-Related Fees (2)             0             0
Tax Fees: (3)                  9,070      9,300.00
All Other Fees: (4)                0             0
                         -----------   -----------
Total                    $125,638.43   $111,192.85
                         ===========   ===========
</TABLE>

(1)  Audit Fees: Fees for professional services performed by Harper & Pearson
     Company for the audit of our annual financial statements and review of
     financial statements included in our 10-QSB filings, and services that are
     normally provided in connection with statutory and regulatory filings.

(2)  Audit-Related Fees: Harper & Pearson Company did not provide any
     audit-related services.

(3)  Tax Fees: Fees for professional services performed by Harper & Pearson
     Company with respect to tax compliance, such as preparation and filing of
     original and amended returns for us and our consolidated subsidiaries,
     refund claims, payment planning, tax audit assistance and tax work stemming
     from "Audit-Related" items.

(4)  All Other Fees: Harper & Pearson Company did not provide other permissible
     work for us that does not meet the above category descriptions.

PRE-APPROVAL POLICY

Our Board of Directors is responsible for approving all Audit, Audit-Related,
Tax and Other Non-Audit Services. The Board of Directors approves all auditing
services and permitted non-audit services, including all fees and terms to be
performed for us by our independent auditor at the beginning of the fiscal year.

Non-audit services are reviewed and pre-approved by project at the beginning of
the fiscal year. Any additional non-audit services contemplated by the company
after the beginning of the fiscal year are submitted to the Audit Committee
chairman for pre-approval prior to engaging the independent auditor for such
services. Such interim pre-approvals are reviewed with the full Audit Committee
at its next meeting for ratification.


                                       41
<PAGE>
                                   SIGNATURES

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

                                        OMNI U.S.A., INC.


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

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

<TABLE>
<CAPTION>
      SIGNATURE                        TITLE                        DATE
      ---------                        -----                        ----
<S>                     <C>                                   <C>


/s/ JEFFREY K. DANIEL   CHIEF EXECUTIVE OFFICER & PRESIDENT   OCTOBER 12, 2005
---------------------
JEFFREY K. DANIEL
</TABLE>


                                       42
<PAGE>
                                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>


                                       43
<PAGE>
<TABLE>
<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.

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

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

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

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

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


                                       44