SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2000

                         Commission File Number: 0-17493

                                OMNI U.S.A., INC.
             (Exact name of registrant as specified in its charter)

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

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

                                 (713) 635-6331
                           (Issuer's Telephone Number)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes X No ____




At February 14, 2001, there were 3,623,092 shares of common stock $.004995 par
value outstanding.







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

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets
         December 31, 2000 and June 30, 2000

Condensed Consolidated Statements of Operations
         Three Months and Six Months Ended December 31, 2000 and
         December 31, 1999

Consolidated Statements of Changes in Stockholders' Equity and Accumulated Other
         Comprehensive Income

Condensed Consolidated Statements of Cash Flows
         Three Months and Six Months Ended December 31, 2000 and
         December 31, 1999

Notes to Condensed Consolidated Financial Statements


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations






                       OMNI U.S.A., INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                                      December 31, 2000              June 30, 2000
                                                                        (unaudited)
                                                                   ---------------------         --------------------
                                                                                           
CURRENT ASSETS
   Cash                                                                        $358,192                     $587,044
   Accounts receivable, trade, net                                            3,531,557                    3,151,091
   Accounts receivable, related parties                                          28,507                       27,613
   Inventories                                                                4,180,503                    4,103,840
   Prepaid expenses                                                             117,726                       51,964
                                                                   ---------------------         -------------------

               TOTAL CURRENT ASSETS                                           8,216,485                    7,921,552
                                                                   ---------------------         --------------------

PROPERTY AND EQUIPMENT, net of
   Accumulated depreciation and amortization                                  2,285,235                    2,103,603
                                                                   ---------------------         --------------------

OTHER ASSETS
   Primarily intangible assets, net                                             214,639                      215,822
                                                                   ---------------------         --------------------

TOTAL ASSETS                                                                $10,716,359                  $10,240,977
                                                                   =====================         ====================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                          $2,510,726                   $1,895,015
   Line of credit                                                             2,694,142                    2,626,457
   Accrued expenses                                                             314,399                      474,758
   Current portion of long-term debt                                            492,590                      425,369
                                                                   ---------------------         --------------------

               TOTAL CURRENT LIABILITIES                                      6,011,857                    5,421,599
                                                                   ---------------------         --------------------

LONG-TERM DEBT                                                                1,486,656                    1,462,236
                                                                   ---------------------         --------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock                                                                  18,384                       18,384
   Additional paid-in capital                                                 5,360,560                    5,360,560
   Treasury stock                                                              (57,141)                     (57,141)
   Retained earnings (deficit)                                              (2,201,759)                  (2,062,692)
   Accumulated other comprehensive income - foreign
    currency translation adjustment                                              97,802                       98,031
                                                                   ---------------------         --------------------

               TOTAL STOCKHOLDERS' EQUITY                                     3,217,846                    3,357,142
                                                                   ---------------------         --------------------

           TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                         $10,716,359                  $10,240,977
                                                                   =====================         ====================



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








                         OMNI U.S.A., INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
        FOR THE THREE MONTHS AND THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999



                                                            THREE MONTHS       THREE MONTHS       SIX MONTHS         SIX MONTHS
                                                               ENDED              ENDED             ENDED              ENDED
                                                            DECEMBER 31,       DECEMBER 31,       DECEMER 31,        DECEMER 31,
                                                               2000               1999              2000               1999
                                                        ------------------  -----------------  -----------------  ----------------
                                                                                                         
NET SALES                                                      $6,290,169         $5,053,520        $11,195,810        $8,893,968

COST OF SALES                                                   5,052,667          3,719,782          8,987,549         6,708,494
                                                        ------------------  -----------------  -----------------  ----------------
GROSS PROFIT                                                    1,237,502          1,333,738          2,208,261         2,185,474

OPERATING EXPENSES
       Selling, general and administrative                      1,133,848          1,178,072          2,122,957         2,283,213
                                                        ------------------  -----------------  -----------------  ----------------
OPERATING INCOME (LOSS)                                           103,654            155,666             85,304          (97,739)

OTHER INCOME (EXPENSE)
       Interest expense                                          (138,691)           (87,966)          (258,043)         (162,832)
       Other,net                                                   19,030            (5,485)             33,672          (64,116)
                                                        ------------------  -----------------  -----------------  ----------------
TOTAL OTHER INCOME (EXPENSE)                                    (119,661)           (93,451)          (224,371)         (226,948)
                                                        ------------------  -----------------  -----------------  ----------------

NET INCOME (LOSS)                                               $(16,007)            $62,215         $(139,067)        $(324,687)
                                                        ==================  =================  =================  ================

BASIC EARNINGS (LOSS) PER SHARE                                     $0.00              $0.02            $(0.04)           $(0.09)
                                                        ==================  =================  =================  ================

FULLY DILUTED EARNINGS (LOSS) PER SHARE                             $0.00              $0.02            $(0.04)           $(0.09)
                                                        ==================  =================  =================  ================



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







                       OMNI U.S.A., INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   AND ACCUMULATED OTHER COMPREHENSIVE INCOME
   FOR THE YEAR ENDED JUNE 30, 2000 AND THE SIX MONTHS ENDED DECEMBER 31, 2000



                                  Common Stock                                                          Accumulated
                                     Number                   Additional                                   Other
                                    Of Shares                   Paid-in      Treasury     Retained     Comprehensive
                                   Outstanding     Amount       Capital       Stock        Deficit         Income          Total
                                 ---------------------------------------------------------------------------------------------------
                                                                                                   


Balance, June 30, 1999               3,523,092       17,885      5,248,560      (57,141)   (2,505,269)          98,031    2,802,066

Issuance of common shares              100,000          499        112,000                                                  112,499

Net Income                                                                                $    442,577                      442,577
                                 ---------------------------------------------------------------------------------------------------

Balance, June 30, 2000               3,623,092     $ 18,384    $ 5,360,560    $ (57,141)  $(2,062,692)      $   98,031   $3,357,142

Net Income six months ended
  December 31, 2000                                                                          (139,067)                     (139,067)

Other comprehensive income -
  loss on foreign currency
  translation adjustment                                                                                         (229)        (229)
                                 ---------------------------------------------------------------------------------------------------

Balance, December 31, 2000           3,623,092     $ 18,384    $ 5,360,560    $ (57,141)  $(2,201,759)      $   97,802   $3,217,846
                                 ---------------------------------------------------------------------------------------------------
                                 ---------------------------------------------------------------------------------------------------



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






                        OMNI U.S.A., INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
        FOR THE THREE MONTHS AND THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999




                                                             THREE MONTHS       THREE MONTHS        SIX MONTHS        SIX MONTHS
                                                                ENDED              ENDED              ENDED              ENDED
                                                             DECEMBER 31,       DECEMBER 31,        DECEMER 31,       DECEMER 31,
                                                                 2000               1999               2000              1999
                                                         -----------------  -----------------  -----------------  -----------------

                                                                                                        

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (loss)                                           $   (16,007)       $   62,215         $   (139,067)     $   (324,687)
  Adjustments to reconcile net income (loss) to net
   cash used by operating activities:
    Depreciation and amortization                                  90,857            82,669              191,947           182,711
    Changes in operating assets and liabilities:
     Accounts receivable                                         (804,217)         (676,149)            (381,360)          (79,369)
     Inventories                                                  113,384          (316,937)             (76,663)         (668,557)
     Prepaid expenses                                             100,787            45,111              (65,762)           (3,053)
     Intangible assets                                                 -                 -                    -             38,502
     Accounts payable and accrued expenses                        411,257           195,515              455,122            34,610
                                                          -----------------  -----------------  -----------------  -----------------

      Total adjustments                                           (87,932)         (669,791)             123,284          (495,156)
                                                          -----------------  -----------------  -----------------  -----------------

      Net cash used by operating activities                      (103,939)         (607,576)             (15,783)         (819,843)
                                                          -----------------  -----------------  -----------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Piecemaker, Inc.                                      -                 -                    -           (350,990)
  Acquisition of other assets                                          -                 -                (5,975)               -
  Capital expenditures                                            (65,815)           (7,096)            (123,262)          (36,174)
                                                          -----------------  -----------------  -----------------  -----------------

     Net cash used by investing activities                        (65,815)           (7,096)            (129,237)         (387,164)
                                                          -----------------  -----------------  -----------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds of PACCAR, Inc. loan                                        -                 -                    -          1,000,000
  Proceeds of Piecemaker financing loan                                -                 -                    -            200,000
  Borrowings on line of credit                                  3,521,092         3,763,096            7,244,193         7,259,289
  Payments on line of credit                                   (3,262,745)       (3,798,693)          (7,176,508)       (7,076,905)
  Payments on long-term debt                                     (110,214)          (59,418)            (151,517)         (108,602)
                                                          -----------------  -----------------  -----------------  -----------------

     Net cash provided (used) by financing activities             148,133           (95,015)             (83,832)        1,273,782
                                                          -----------------  -----------------  -----------------  -----------------

NET INCREASE (DECREASE) IN CASH                                   (21,621)         (709,687)            (228,852)           66,775

CASH AT BEGINNING OF PERIOD                                       379,813         1,069,365              587,044           292,903
                                                          -----------------  -----------------  -----------------  -----------------

CASH AT END OF PERIOD                                         $   358,192       $   359,678         $   358,192       $    359,678
                                                          =================  =================  =================  =================

Supplemental disclosure of non-cash investing activities
  Capital expenditures financed by debt                       $   243,159       $         _         $   243,159       $          _
_
                                                          =================  =================  =================  =================



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





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The consolidated financial statements have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. The Company believes that the disclosures made in this
report are adequate to make the information presented not misleading. These
condensed financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's latest annual report
on Form 10-KSB. In the opinion of the Company, all adjustments, consisting of
normal recurring adjustments, necessary to present fairly the financial position
of Omni U.S.A., Inc. and subsidiaries as of December 31, 2000, and the results
of their operations and cash flows for the six month and three month periods
ended December 31, 2000, and December 31, 1999, in accordance with generally
accepted accounting principles have been included.

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

NEW ACCOUNTING PRONOUNCEMENT - In December 1999, the Securities and Exchange
Commission ("SEC") issued Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements"("SAB 101"), which clarifies certain
existing accounting principles for the timing of revenue recognition and its
classification in the financial statements. The SEC delayed the required
implementation date of SAB 101 by issuing Staff Accounting Bulletins No. 101A,
"Amendment: Revenue Recognition in Financial Statements" and 101B, "Second
Amendment: Revenue Recognition in Financial Statements" in March and June 2000,
respectively. The Company believes its current revenue recognition policies are
in accordance with SAB 101 and that there will be no material adverse impact, if
any, upon future operations and financial condition of the Company.

2. Basic and diluted loss per share is based on the weighted average number of
shares of common stock outstanding. For the six month and three month periods
ended December 31, 2000 and December 31, 1999, the Company's weighted average
shares are calculated as follows:



                                                                                   Six Months     Six Months
                                                   Quarter Ended  Quarter Ended      Ended          Ended
                                                   December 31,   December 31,     December 31,   December 31,
                                                       2000            1999           2000          1999
                                                  --------------------------------------------------------------
                                                                                      
   Weighted average common shares outstanding          3,623,092       3,606,425      3,623,092     3,615,706

   Effect of dilution of securities:  conversion
    of stock options                                         -            50,990            -             -
                                                  --------------------------------------------------------------

   Denominator for dilutive earnings per share         3,623,092       3,657,415      3,623,092     3,615,706
                                                  ==============================================================



When the Company is in a net loss position, all common stock equivalents are
considered anti-dilutive and are therefore not included in the calculation of
earnings per share.

3. Interest paid on debt for the three months ended December 31, 2000 and 1999,
was $138,691 and $87,966 respectively. Interest paid on debt for the six months
ended December 31, 2000 and 1999 was $258,043 and $162,832 respectively. No
income taxes were paid during the three months or six months ended December 31,
2000 and 1999, respectively.

4. MAJOR CUSTOMERS AND VENDORS: During the six months ended December 31, 2000
and December 31, 1999, the Company and its subsidiaries had consolidated
sales of $1,898,426 and $1,862,203 to a domestic customer for a total of 17%
and 21% of consolidated sales. During the quarters ended December 31, 2000
and December 31, 1999, the Company and its subsidiaries had consolidated
sales of $1,088,543 and $1,473,115 to a domestic customer for a total of 17%
and 29% of consolidated sales. During the six months and three months ended
December 31, 2000 and December 31, 1999, the Company and its subsidiaries had
consolidated purchases of $4,084,128 from one vendor and $4,906,963 from two
vendors for a total of 45% and 73% of consolidated purchases. During the
quarters ended December 31, 2000 and December 31, 1999, the Company and its
subsidiaries had consolidated purchases of $1,953,980 from one vendor and
$2,837,075 from two vendors for a total of 39% and 76% of consolidated
purchases.





5. SEGMENT INFORMATION: The Company and its subsidiaries are engaged in the
business of designing, developing and distributing power transmissions and
trailer and implement components used for agricultural, construction and
industrial equipment.

                                                 SEGMENT INFORMATION



- --------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED             NET SALES   INCOME FROM  INTEREST   IDENTIFIABLE     CAPITAL     DEPRECIATION/
DECEMBER 31, 2000                           OPERATIONS  EXPENSE      ASSETS      EXPENDITURES   AMORTIZATION
- --------------------------------------------------------------------------------------------------------------
                                                                              
Power Transmission             $5,350,040      $308,521   $122,692    $8,630,201      $302,974         $60,204
Components
- --------------------------------------------------------------------------------------------------------------
Trailer and Implement             940,129      (71,089)      6,598     2,086,158         6,000          30,653
Components
- --------------------------------------------------------------------------------------------------------------
Corporate and Eliminations                    (133,778)      9,401
- --------------------------------------------------------------------------------------------------------------
Total Omni, U.S.A., Inc.       $6,290,169      $103,654   $138,691   $10,716,359      $308,974         $90,857
==============================================================================================================






- -----------------------------------------------------------
THREE MONTHS ENDED             NET SALES    PROPERTY AND
DECEMBER 31, 2000                            EQUIPMENT
- -----------------------------------------------------------
                                      
Domestic Customers             $5,981,697    $   804,518
- -----------------------------------------------------------
Foreign Customers                 308,472      1,480,717
- -----------------------------------------------------------
Total Omni, U.S.A., Inc.       $6,290,169    $ 2,285,235
===========================================================






- --------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED             NET SALES   INCOME FROM   INTEREST   IDENTIFIABLE     CAPITAL     DEPRECIATION/
DECEMBER 31, 1999                           OPERATIONS   EXPENSE      ASSETS      EXPENDITURES   AMORTIZATION
- --------------------------------------------------------------------------------------------------------------
                                                                               
Power Transmission             $4,060,481    $ 283,036   $ 70,643    $ 7,164,718     $   4,457        $ 69,979
Components
- --------------------------------------------------------------------------------------------------------------
Trailer and Implement             993,039        5,730     17,323      2,858,408         2,639          12,690
Components
- --------------------------------------------------------------------------------------------------------------
Corporate and Eliminations                   (133,100)
- --------------------------------------------------------------------------------------------------------------
Total Omni, U.S.A., Inc.       $5,053,520    $ 155,666   $ 87,966    $10,023,126     $   7,096        $ 82,669
==============================================================================================================





- -----------------------------------------------------------
THREE MONTHS ENDED            NET SALES      PROPERTY AND
DECEMBER 31, 1999                              EQUIPMENT
- -----------------------------------------------------------
                                      
Domestic Customers             $4,721,197     $    865,302
- -----------------------------------------------------------
Foreign Customers                 332,323        1,369,974
- -----------------------------------------------------------
Total Omni, U.S.A., Inc.       $5,053,520     $  2,235,276
===========================================================





                                                 SEGMENT INFORMATION
                                                     (CONTINUED)




- --------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED               NET SALES    INCOME FROM  INTEREST   IDENTIFIABLE     CAPITAL     DEPRECIATION/
DECEMBER 31, 2000                           OPERATIONS    EXPENSE      ASSETS     EXPENDITURES   AMORTIZATION
- --------------------------------------------------------------------------------------------------------------
                                                                              
Power Transmission            $ 9,122,267   $   333,732  $ 210,162   $ 8,630,201   $   316,583     $   128,205
Components
- --------------------------------------------------------------------------------------------------------------
Trailer and Implement           2,073,543      (16,345)     26,848     2,086,158        49,838          63,742
Components
- --------------------------------------------------------------------------------------------------------------
Corporate and Eliminations                    (232,083)     21,033
- --------------------------------------------------------------------------------------------------------------
Total Omni, U.S.A., Inc.      $11,195,810    $   85,304  $ 258,043   $10,716,359   $   366,421     $   191,947
==============================================================================================================





- -----------------------------------------------------------
SIX MONTHS ENDED              NET SALES       PROPERTY AND
DECEMBER 31, 2000                              EQUIPMENT
- -----------------------------------------------------------
                                      
Domestic Customers            $  10,262,270   $    804,518
- -----------------------------------------------------------
Foreign Customers                   933,540      1,480,717
- -----------------------------------------------------------
Total Omni, U.S.A., Inc.      $  11,195,810   $  2,285,235
===========================================================






- --------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED               NET SALES   INCOME FROM  INTEREST   IDENTIFIABLE     CAPITAL     DEPRECIATION/
DECEMBER 31, 1999                           OPERATIONS  EXPENSE       ASSETS      EXPENDITURES  AMORTIZATION
- --------------------------------------------------------------------------------------------------------------
                                                                              
Power Transmission            $ 6,909,611    $ 131,658   $ 135,139   $ 7,164,718    $   23,573       $ 159,881
Components
- --------------------------------------------------------------------------------------------------------------
Trailer and Implement           1,984,357        30,312     27,693     2,858,408        12,601          22,830
Components
- --------------------------------------------------------------------------------------------------------------
Corporate and Eliminations                    (259,709)
- --------------------------------------------------------------------------------------------------------------
Total Omni, U.S.A., Inc.      $ 8,893,968    $ (97,739)  $ 162,832   $10,023,126    $   36,174       $ 182,711
==============================================================================================================






- -----------------------------------------------------------
SIX MONTHS ENDED               NET SALES       PROPERTY AND
DECEMBER 31, 1999                               EQUIPMENT
- -----------------------------------------------------------
                                         
Domestic Customers             $8,288,260      $   865,302
- -----------------------------------------------------------
Foreign Customers                 605,708        1,369,974
- -----------------------------------------------------------
Total Omni, U.S.A., Inc.       $8,893,968      $ 2,235,276
===========================================================








Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         This report has been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission. This report should be read in
conjunction with the Company's latest Form 10-KSB, a copy of which may be
obtained by visiting the Company's home page at www.ousa.com, or by writing
to the Investor Relations Department, Omni U.S.A., Inc., 7502 Mesa Road,
Houston, Texas 77028.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary capital requirements are for working capital and
acquisitions that are generally met through a combination of internally
generated funds, a revolving line of credit facility and credit terms from
suppliers. The Company's $4,000,000 credit facility had an outstanding balance
of $2,694,142 at December 31, 2000. The Company had working capital of
$2,204,628 as of December 31, 2000 and working capital of $2,499,953 as of June
30, 2000, a decrease of $295,325 from June 30, 2000. The decrease in working
capital from June 30, 2000 was due primarily to an increase in accounts payable
offset by an increase in accounts receivable.

         Accounts receivable balance of $3,560,064 as of December 31, 2000
increased $381,360 compared to June 30, 2000 accounts receivable balance of
$3,178,704. Inventory balance as of December 31, 2000 was $4,180,503; an
increase of $76,663 compared to June 30, 2000. Accounts receivable and inventory
increased during the period to support additional sales levels in both business
segments.

         The Company had a cash balance of $358,192 as of December 31, 2000;
reflecting a negative cash flow of $228,852 compared to the June 30, 2000 cash
balance of $587,044. The Company's cash used by operating activities for the 6
months ended December 31, 2000 of $15,783 consisted of the net loss for the
period of $139,067 plus non cash expenses, combined with an increase in accounts
receivable, accounts payable and inventories.

         The Company's cash used in investing activities for the six months
ended December 31, 2000 of $129,237 consisted of capital expenditures for the
period primarily in support of the power transmission component segment.

         Net cash used by financing activities for the six months ended
December 31, 2000 of $88,832 was due to net additional borrowings on the line
of credit and repayments on long-term debt.

         The Company's current ratio was 1.37 as of December 31, 2000, compared
to the June 30, 2000 current ratio of 1.46.

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





RESULTS FOR THE QUARTER ENDED DECEMBER 31, 2000 COMPARED WITH THE QUARTER ENDED
DECEMBER 31, 1999

         The Company had net sales of $6,290,169 for the three months ended
December 31, 2000. This represents an increase of 24% compared to the three
months ended December 31, 1999 net sales of $5,053,520. Sales have increased
due to aggressive marketing and pricing incentives to customers for larger
orders. The following table indicates the Company's net sales comparison and
percentage of change for the three months ended December 31, 2000 and 1999:




- ------------------------------------------------------------------------------------------------------------
                                         QUARTER          %       QUARTER       %         DOLLAR         %
                                          ENDED                    ENDED
NET SALES                                12/31/00      OF TOTAL   12/31/99    OF TOTAL    CHANGE      CHANGE
- ------------------------------------------------------------------------------------------------------------
                                                                                    

Power Transmission Components            $5,350,040       85%    $4,060,481       80%   $1,289,559       32%
- ------------------------------------------------------------------------------------------------------------
Trailer and Implement Components            940,129       15%       993,039       20%     (52,910)      (5%)
- ------------------------------------------------------------------------------------------------------------
Consolidated                             $6,290,169      100%    $5,053,520      100%   $1,236,649       24%
- ------------------------------------------------------------------------------------------------------------



         Gross profit for the three months ended December 31, 2000 decreased
$96,236 to $1,237,502, compared to gross profit for the three months ended
December 31, 1999 of $1,333,738. Gross profit as a percentage of net sales for
the three months ended December 31, 2000 decreased to 20% as compared to 26% for
the three months ended December 31, 1999. This decrease in gross profit and
profit margin was primarily due to the product mix of sales for the period and
pricing incentives offered to customers for bulk purchases.

         Selling, general and administrative expenses decreased $44,224 to
$1,133,848 in the three months ended December 31, 2000 from $1,178,072 in the
three months ended December 31, 1999. Selling, general and administrative
expenses as a percentage of sales decreased to 18% for the three months ended
December 31, 2000 from 23% for the three months ended December 31, 1999.

         Income from operations for the Company decreased $52,012 to $103,654
for the three months ended December 31, 2000, compared to $155,666 for the three
months ended December 31, 1999. This decrease is the result of lower gross
margins during the period.

         Interest expense increased $50,725, to $138,691 for the three months
ended December 31, 2000 from $87,966 for the three months ended December 31,
1999. The increase resulted from an increased borrowing rate and borrowings
associated with the Company's line of credit to meet current inventory and
working capital needs and additional borrowing on other long-term debt.

         Other income (expense) was income of $19,030 for the three months ended
December 31, 2000 compared to an expense of $5,485 for the three months ended
December 31, 1999. This change is principally from increased VAT refund from
foreign sales.

         The Company's net income decreased $78,222 despite increase in sales
due to declining margins to ($16,007), or ($0.00) per share, for the three
months ended December 31, 2000 compared to $62,215, or $0.02 per share, for the
three months ended December 31, 1999.







RESULTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 COMPARED WITH THE SIX MONTHS
ENDED DECEMBER 31, 1999

         The Company had net sales of $11,195,810 for the six months ended
December 31, 2000. This represents an increase of 26% compared to the six
months ended December 31, 1999 net sales of $8,893,968. Sales have increased
due to aggresive marketing and pricing incentives to customers for larger
orders. The following table indicates the Company's net sales comparison and
percentage of change for the six months ended December 31, 2000 and 1999:




- ------------------------------------------------------------------------------------------------------------
                                       SIX MONTHS       %       SIX MONTHS       %        DOLLAR        %
                                          ENDED                   ENDED
NET SALES                               12/31/00     OF TOTAL    12/31/99     OF TOTAL    CHANGE     CHANGE
- ------------------------------------------------------------------------------------------------------------
                                                                                 
Power Transmission Components            $9,122,267       81%    $6,909,611       78%   $2,212,656       32%
- ------------------------------------------------------------------------------------------------------------
Trailer and Implement Components          2,073,543       19%     1,984,357       22%       89,186        4%
- ------------------------------------------------------------------------------------------------------------
Consolidated                            $11,195,810      100%    $8,893,968      100%   $2,301,842       26%
- ------------------------------------------------------------------------------------------------------------



         Gross profit for the six months ended December 31, 2000 increased
$22,787 to $2,208,261, compared to gross profit for the six months ended
December 31, 1999 of $2,185,474. Gross profit as a percentage of net sales for
the six months ended December 31, 2000 decreased to 20% as compared to 25% for
the six months ended December 31, 1999. This decrease in gross profit and profit
margin was primarily due to the product mix of sales for the period and
pricing incentives offered to customers for bulk purchases.

         Selling, general and administrative expenses decreased $160,256 to
$2,122,957 in the six months ended December 31, 2000 from $2,283,213 in the six
months ended December 31, 1999. Selling, general and administrative expenses as
a percentage of sales decreased to 19% for the six months ended December 31,
2000 from 26% for the six months ended December 31, 1999.

         Income from operations for the Company increased $183,043 to $85,304
for the six months ended December 31, 2000, compared to ($97,739) for the six
months ended December 31, 1999. This increase is the result increased sales for
the period as well as decreased selling, general and administrative expenses.

         Interest expense increased $95,211, to $258,043 for the six months
ended December 31, 2000 from $162,832 for the six months ended December 31,
1999. The increase resulted from an increased borrowing rate and borrowings
associated with the Company's line of credit to meet current inventory and
working capital needs and additional borrowing on other long-term debt.

         Other income (expense) was income of $33,672 for the six months ended
December 31, 2000 compared to an expense of $64,116 for the six months ended
December 31, 1999. This change relates primarily to expensing un-amortized
organizational costs of $38,502 (relating to the implementation of Financial
Accounting Standards Board SOP 98-5 "Reporting on the Cost of Start-Up
Activities") in the fiscal quarter ended September 30, 1999 as well as an
increase in VAT refunds associated with an increase in foreign sales.

         The Company's net loss decreased $185,620 to $139,067, or $0.04 per
share, for the six months ended December 31, 2000 compared to $324,687, or $0.09
per share, for the six months ended December 31, 1999.





YEAR 2000

         As a result of the Company's year 2000 assessment and remediation, the
Company has not experienced any materially adverse effects on its operations as
a result of the Year 2000 issue.

CAUTIONARY STATEMENT

         The following is a "Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995:

         With the exception of historical facts, the statements contained in
Item 2 of this form 10-QSB are forward looking statements. Actual results may
differ materially from those contemplated by the forward-looking statements.
These forward looking statements involve risks and uncertainties, including but
not limited to, the following risks: 1) cyclical downturns affecting the markets
for capital goods, 2) substantial increases in interest rates, 3) availability
or material increases in the costs of select raw materials, and 4) actions taken
by competitors with regard to such matters as product offerings pricing, and
delivery. Investors are directed to the Company's documents, such as its Annual
Report on Form 10-KSB, Forms 10-QSB and Forms 8-KSB filed with the Securities
and Exchange Commission.





                           PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS.

         There have been no material changes from the disclosure in the
         Company's Form 10-KSB for the fiscal year ended June 30, 2000.

Item 2.  CHANGE IN SECURITIES.

         Not applicable.

Item 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

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

         Not applicable.

Item 5.  OTHER INFORMATION.

         None.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         None.





                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

Date:  February 14, 2001                      OMNI U.S.A., INC.




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


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