| Re: | Omni U.S.A., Inc. |
We have deleted the original Item 4-01. and replaced it with the following: Section 4 — Matters Related to Accountants and Financial Statements Item 4.01. Changes in Registrant’s Certifying Accountant On December 29, 2005, Omni completed the acquisition of substantially all the assets of Brendan pursuant to the Merger Agreement and completed the disposition of substantially all the assets of Omni-Washington and Butler pursuant to the Stock Purchase Agreement. On December 29, 2005, Omni provided notice to Harper & Pearson Company (“Harper & Pearson”) that they were being dismissed effective December 29, 2005, as Omni’s independent registered accounting firm. Harper & Pearson’s reports on the consolidated financial statements of Omni and its subsidiaries for the two most recent fiscal years ended June 30, 2005, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. |
On December 29, 2005, the Board of Directors of Omni, upon recommendation of its Audit Committee, elected to engage Farber & Hass LLP (“Farber & Hass”) to serve as Omni’s independent registered accounting firm. On December 29, 2005, Omni was informed that it had been accepted as a client of Farber & Hass. During the Company's two most recent fiscal years ended June 30, 2005 and the subsequent interim period through December 29, 2005, there were no disagreements between Omni and Harper & Pearson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Harper & Pearson's satisfaction, would have caused them to make reference to the subject matter of the disagreement in their reports on the financial statements for such years. Omni has authorized Harper & Pearson to respond fully to the inquiries of Farber & Hass concerning the subject matter of the reportable event and has provided Harper & Pearson with a copy of the foregoing disclosures. Attached to the Company’s report of Form 8K filed on January 5, 2005 as Exhibit 16.1 was a copy of Harper & Pearson's letter, dated January 4, 2006, stating its agreement with the statements related to it. During Omni's two most recent fiscal years ended June 30, 2005, and the subsequent interim period through December 29, 2005, Omni did not consult Farber & Hass with respect to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on Omni’s consolidated financial statements, or any other matters of reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B. In addition, on December 29, 2005, Brendan provided notice to Singer Lewak Greenbaum & Goldstein LLP (“SLGG”) that they were being dismissed effective December 29, 2005, as Brendan’s independent registered accounting firm. SLGG’s reports on the consolidated financial statements of Brendan and its subsidiaries for the two most recent fiscal years ended December 31, 2004, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except only that their reports for the two years ended December 31, 2003 and 2004 were modified as to an uncertainty regarding Brendan’s ability to continue as a going concern. On December 29, 2005, the Board of Directors of Brendan, upon recommendation of its Audit Committee, elected to engage Farber & Hass to serve as Brendan’s independent registered accounting firm. On December 29, 2005, Brendan was informed that it had been accepted as a client of Farber & Hass. During Brendan’s two most recent years ended December 31, 2004, and the subsequent interim period through December 29, 2005, there were no disagreements between Brendan and SLGG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to SLGG's satisfaction, would have caused them to make reference to the subject matter of the disagreement in their reports on the financial statements for such years. Brendan has authorized SLGG to respond fully to the inquiries of Farber & Hass concerning the subject matter of the reportable event and has provided SLGG with a copy of the foregoing disclosures. Attached as Exhibit 16.2 is a copy of SLGG's letter, dated January 19, 2006, stating its agreement with the statements related to it. During Brendan's two most recent fiscal years ended December 31, 2004, and the subsequent interim period through December 29, 2005, Brendan did not consult Farber & Hass with respect to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on Brendan’s consolidated financial statements, or any other matters of reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B. |
| We filed with the Amendment Exhibit 16.2 a letter from Singer Lewak Greenbaum & Goldstein LLP as follows: |
EXHIBIT 16.2 January 19, 2006 Securities and Exchange Commission Washington, D.C. 20549 Dear Commissioners: We have read Omni U.S.A., Inc.'s statements included under Item 4.01 of its Form 8-K/A dated January 19, 2006, and we agree with such statements concerning our Firm. SINGER LEWAK GREENBAUM & GOLDSTEIN LLP |
