SecProbe.io

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                      Leonard W. Burningham
                              Lawyer
                   Hermes Building * Suite 205
                        455 East 500 South
                 Salt Lake City, Utah 84111-3323
                     Telephone (801) 363-7411
                        Fax (801) 355-7126
                    e-mail lwb@burninglaw.com

October 18, 2005

United States
Securities and Exchange Commission
Attention:     Jeffrey Shady

Re:       Omni Medical Holdings, Inc.
          Information Statement on Schedule 14C
          Filed August 8, 2005
          File No. 0-26177
          Letter of Securities and Exchange Commission under date of August
          17, 2005

Dear Mr. Shady:

          In accordance with our telephone conversation, I wish to advise
you that Omni Medical Holdings, Inc., a Utah corporation ("Omni" or the
"Company"), has decided not to amend its Articles of Incorporation to increase
its authorized capital at this time.  The reasons for this decision are that:

          (i)  The Company does not have the audited financial statements
for one of the companies that it acquired;

          (ii) It cannot currently obtain them without unreasonable cost
and expense; and

          (iii) The other shareholders in the two companies that were to be
acquired by Omni have not yet agreed to have their shares acquired, so the
additional shares are not really needed at this time; however, since all of
the 50,000,000 shares of Omni are currently issued and outstanding, Omni has
determined to effect a 1 for 3 reverse split of its outstanding voting
securities, while retaining the current authorized shares and par value and
with appropriate adjustments in its capital accounts.  As indicated below, no
shareholder approval for a reverse split like this is required under the laws
of the state of Utah.

          In order to effect this reverse split, a Form 10b-17 will be filed
with the National Association of Securities Dealers, Inc.; a press release
will be disseminated by Omni to Business Wire; and an 8-K Current Report will
be filed with the Securities and Exchange Commission.

          In connection with this reverse split, I have rendered an opinion
as to the ability of the Company to effect a reverse split of its issued and
outstanding common stock without a meeting of its stockholders or the consent
of a majority of its outstanding voting securities, that is attached hereto
and incorporated herein by reference.

          The Company is planning on indicating in the 8-K Current Report
referenced above that the Preliminary 14C Information Statement is being
abandoned.

            The Company acknowledges that it is responsible for the adequacy
and accuracy of the disclosure in its filings; that Staff comments or changes
to disclosure to Staff comments do not foreclose the Securities and Exchange
Commission from taking any action with respect to the filing; and that the
Company may not assert Staff comments as a defense in any proceeding initiated
by the Securities and Exchange Commission or any person under the federal
securities laws of the United States.

          If you have any further questions or comments please contact me at
your earliest convenience; Omni would like to accomplish the foregoing no
later than Tuesday, October 18, 2005.

                              Yours very sincerely,

                         /s/Leonard W. Burningham
                              Leonard W. Burningham

cc:       Arthur Lyons
          Omni Medical Holdings, Inc.

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                      Leonard W. Burningham
                              Lawyer
                   Hermes Building * Suite 205
                        455 East 500 South
                 Salt Lake City, Utah 84111-3323
                     Telephone (801) 363-7411
                        Fax (801) 355-7126
                    e-mail lwb@burninglaw.com

Omni Medical Holdings, Inc.
1257 Lake Plaza Drive, Ste. 219
Colorado Springs, Colorado 80906

Re:       Reverse split of the shares of common stock of Omni
          Medical Holdings, Inc., a Utah corporation (the
          "Company")

Gentlemen:

          I have been retained to render an opinion as to the ability of a
Utah corporation to effect a reverse split of its issued and outstanding
common stock without a meeting of its stockholders or the consent of a
majority of its outstanding voting securities.

          I understand that this reverse split will be accomplished by
resolution of the Board of Directors without the creation of fractional
shares, and this opinion is premised on these facts.  In my opinion, this
action would follow the legal precedent of Seed Products International, Inc.
v. Owen, 768 P.2d 973 (Utah App. 1989) ("Owen").

          In Owen, the Utah Court of Appeals discussed the types of
corporate actions for which an amendment to the corporation's Articles of
Incorporation must be filed.  The court relied on the long-standing precedent
of Jackson v. Crown Point Mining Co., 59 P. 238 (1899), in which the Utah
Supreme Court held that an amendment to a corporation's Articles of
Incorporation needs to be filed only in cases of "fundamental corporate
changes, i.e., those that alter the character of a corporation, add or
diminish the scope of its powers, or violate state policy."  768 P.2d at 975.

          The Owen court concluded that the 20 to 1 reverse split of Seed
Products' stock did not meet the "fundamentality" requirement of Jackson and
that the requirement of filing an amendment to its Articles of Incorporation
did not apply.  768 P.2d at 975.

          The Utah Legislature has substantially revised the Utah Business
Corporation Act in the period following the issuance of the Owen decision in
1989.  The Utah Revised Business Corporation Act (the "Revised Act") was
promulgated in 1992, a full three years after Owen.  It is thus apparent that,
if the Legislature had wanted to overrule Owen through legislation, it could
have done so in the Revised Act.

          The Revised Act neither imposes nor specifically denies the
requirement that a corporation amend its Articles of Incorporation in
connection with a reverse split of its stock.  This lack of legislation three
years following Owen, when it was still a fairly recent and "fresh" case,
suggests that the Legislature had no desire to overrule the precedent of that
case.

          Nor has Owen been overruled by the Utah courts.  It remains as
valid as it was when the decision was issued.

          The Revised Act does not require stockholder approval of reverse
splits of a corporation's stock.  Section 16-10a-1003 discusses certain
corporate actions that require such approval.  However, this Section is
inapplicable to the Company's reverse split for two reasons:  (i) it pertains
only to an amendment of the Articles of Incorporation, which, as shown above,
is not necessary here; and (ii) even if Section 16-10a-1003 otherwise applied
to this transaction, the only reverse split-related event for which the
Section requires a stockholder vote is triggered when fractional shares are
created, and I understand that no fractional shares will be created here.

          Also, see Section 623 of the Revised Act, regarding share
dividends, where the ABA commentators' comments regarding a "reverse" split
requiring an amendment to the Articles of Incorporation were not adopted by
the State of Utah.

          Please contact me if you have any questions or comments.

                              Yours very sincerely,

                              /s/Leonard W. Burningham
                              Leonard W. Burningham

LWB/sg

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