WASHINGTON, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                                Commission File Number  0-17493
(Check One):

[X] Form 10-K and Form 10-KSB   [ ] Form 11-K
[ ] Form 20-F                   [ ] Form 10-Q and Form 10-QSB     [ ] Form N-SAR

For Period Ended:  June 30, 2004

[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR

For the Transition Period Ended:

    Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

    If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant  Omni U.S.A., Inc.

Former name if applicable

  7502 Mesa Road
Address of principal executive office (Street and number)

  Houston, TX  77028
City, state and zip code

                                    PART II
                            RULES 12b-25(b) AND (c)

    If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

       (a)  The reasons described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

       (b)  The subject annual report, semi-annual report, transition report on
            Form 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof
[X]         will be filed on or before the 15th calendar day following the
            prescribed due date; or the subject quarterly report or transition
            report on Form 10-Q, 10-QSB, or portion thereof will be filed on or
            before the fifth calendar day following the prescribed due date;

       (c)  The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

                                    PART III

    State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof, could
not be filed within the prescribed time period. (Attach extra sheets if

   The Company needs additional time to verify the completeness and accuracy of
the information reported by its foreign operations. The Company anticipates
filing its Form 10-KSB within 15 calendar days.

                                    PART IV
                               OTHER INFORMATION

    (1)  Name and telephone number of person to contact in regard to this

  Jeffrey K. Daniel                   713                 635-6331
     (Name)                         (Area Code)       (Telephone Number)

    (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s).
                                                             [X] Yes      [ ] No

    (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                             [ ] Yes      [X] No

     If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                               Omni U.S.A., Inc.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  September 28, 2004          By:     /s/ Jeffrey K. Daniel
      ------------------------     ---------------------------------------------
                                    Jeffrey K. Daniel
                                    Chief Executive Officer

Instruction: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.


    Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).