SEC FILE NUMBER: 000-26177
                                                CUSIP NUMBER:

                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 12b-25

                   NOTIFICATION OF LATE FILING

(Check One):  [x] Form 10-K and Form 10-KSB  [ ] Form 11-K
              [ ] Form 20-F                  [ ] Form 10-Q and Form 10-QSB
              [ ] Form 10-D                  [ ] Form N-SAR
              [ ] Form N-CSR

              For Period Ended: MARCH 31, 2006

              [ ] Transition Report on Form 10-K
              [ ] Transition Report on Form 20-F
              [ ] Transition Report on Form 11-K
              [ ] Transition Report on Form 10-Q
              [ ] 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


OMNI MEDICAL HOLDINGS, INC.
______________________________________________________________________________
Full Name of Registrant


______________________________________________________________________________
Former Name if Applicable


2120 WEST LITTLETON BLVD., SUITE 100
______________________________________________________________________________
Address of Principal Executive Office (Street and Number)


LITTLETON, COLORADO 80120
______________________________________________________________________________
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)

[X]   |  (a)  The reasons described in reasonable detail in Part III of this
      |       form could not be eliminated without unreasonable effort or
      |       expense;
[x]   |  (b)  The subject annual report, semi-annual report; transition report
      |       on Form 10-K, Form 20-F, 11-K, Form N-SAR, Form N-CSR, or
      |       portion thereof, will be filed on or before the fifteenth
      |       calendar day following the prescribed due date; or the subject
      |       quarterly report or transition report on Form 10-Q, or subject
      |       distribution report on Form 10-D, or portion thereof, will be
      |       filed on or before the fifth calendar day following the
      |       prescribed due date; and
[ ]   |  (c)  The accountant's statement or other exhibit required by Rule
      |       12b-25(c) has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, 10-D,  N-SAR, N-CSR or the transition report or portion
thereof, could not be filed within the prescribed time period.  (Attach Extra
Sheets If Needed)

         Our Form 10-KSB for the year ended March 31, 2006, could not
         be filed within the prescribed time period because certain
         information and data relating to and necessary for the completion of
         our financial statements and management's discussion and analysis of
         financial condition and results of operations could not be obtained
         within such time period without unreasonable effort or expense. We
         also had a change of officers involved which transition has slowed
         the process.


PART IV - OTHER INFORMATION

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

     DOUG DAVIS             303             703-4576
     _________________________________________________________
     (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 MEDICAL HOLDINGS, INC
          _____________________________________________
           (Name of Registrant as Specified in Charter)

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


Date: June 29, 2006                   By   /s/ DOUG DAVIS
                                          ----------------------------------
                                           DOUG DAVIS
                                           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.


                            ATTENTION

Intentional Misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).