UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~August~~September 424, 2008

________________________

OMNI FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Georgia	001-33014	58-1990666
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

____________________________

Six Concourse Parkway, Suite 2300, Atlanta, Georgia 30328

(Address of principal executive offices)

_______________________________

(770) 396-0000

(Registrant’s telephone number, including area code)

_______________________________

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 41.01 ~~Changes~~Entry ininto ~~Company’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

~~On August~~Capital 4,Bank ~~2008~~(“Capital Bank”), ~~the~~a ~~Chairman~~wholly owned subsidiary of ~~the~~Capital ~~Audit~~Bank ~~Committee~~Corporation, and Omni National Bank (“Omni”), a wholly-owned subsidiary of Omni Financial Services, Inc. ~~(the “Company”)~~, ~~the~~entered ~~holding~~into ~~company~~a ~~for~~Purchase ~~Omni~~and ~~National~~Assumption ~~Bank~~Agreement (the “~~Bank~~Agreement”) ~~received~~on ~~from~~September ~~the~~24, ~~Company’s auditor~~2008, ~~Crowe~~pursuant ~~Chizek~~to ~~and~~which ~~Company LLC~~Capital ~~(“Crowe~~Bank ~~Chizek”)~~will apurchase certain ~~letter~~assets ~~indicating~~and ~~that~~assume ~~Crowe~~certain ~~Chizek~~liabilities ~~will~~(the ~~not~~“Purchase”) ~~stand~~of ~~for~~four branch ~~reelection~~offices asof ~~the~~Omni ~~Company’s~~located ~~auditor~~in ~~with respect to~~ the Fayetteville, ~~fiscal~~North ~~year~~Carolina ~~ending~~area ~~December 31~~(collectively, ~~2008, including~~ the ~~review of quarterly filings relating to such year~~“Branches”).

~~Crowe~~The ~~Chizek~~Agreement ~~audited~~provides ~~the~~that ~~Company~~Capital Bank will acquire all of Omni’s ~~financial~~rights, ~~statements~~title, and ~~for~~interests to certain assets described in the ~~fiscal~~Agreement, ~~years~~including ~~ended~~(i) cash ~~December~~on 31hand, ~~2003~~(ii) ~~through~~real ~~2006~~property and ~~delivered~~Omni’s ~~reports~~rights ~~dated~~and ~~June~~interest 6,under ~~2006~~real ~~and~~property ~~February 27~~leases, ~~2007~~(iii) ~~relating~~records, to(iv) ~~those~~certain ~~periods.~~loans, ~~Neither~~the ofservicing ~~the~~rights ~~audit~~thereto, ~~reports~~any ~~described~~guarantees ~~above~~thereof ~~contained~~and anOmni’s ~~adverse~~interest ~~opinion~~in orany ~~disclaimer~~collateral offor ~~opinion~~such orloans, ~~was~~(v) ~~qualified~~Omni’s asbenefits toand ~~uncertainty~~rights under safe deposit agreements, ~~audit~~and ~~scope~~(vi) orOmni’s benefits ~~accounting~~and ~~principles.~~rights ~~Crowe~~under ~~Chizek~~assumed contracts (collectively, the “Assets”). The ~~has~~Agreement also ~~been~~provides ~~auditing~~that ~~the~~Capital ~~Company~~Bank will assume certain of Omni’s liabilities, ~~financial~~including ~~statements~~(i) ~~for~~ the ~~fiscal~~assumed ~~year~~deposits and all terms and agreements ~~ended~~relating ~~December~~to 31the assumed deposits, ~~2007~~(ii) Omni’s obligations with respect to the loans, ~~although~~the ~~this~~servicing ~~audit~~of isthe ~~not~~loans, ~~complete~~and the collateral for the ~~reasons~~loans (to the ~~described~~extent ~~below.~~assumed Inby ~~response~~Capital toBank), ~~Crowe~~(iii) ~~Chizek~~Omni’s ~~notification~~obligations under the assumed contracts and property leases (to the extent assumed by Capital Bank), (iv) Omni’s obligations under the ~~audit~~safe ~~committee~~deposit agreements, (v) Omni’s obligations to ~~will~~provide ~~not~~customer ~~consider~~services ~~Crowe~~from ~~Chizek~~and ~~for~~after ~~service~~the closing date in connection with the Assets ~~2008~~and ~~audit~~the assumed deposits, and (vi) all liabilities from Capital Bank’s ~~but~~operation ~~has~~of ~~not~~the ~~made~~Branches ~~any~~after ~~further~~the ~~determinations~~closing asdate, toexcept ~~its~~as ~~current~~otherwise ~~audit~~provided ~~relationship~~in the Agreement.

The ~~Company~~completion ~~has~~of ~~determined that a disagreement with Crowe Chizek as to accounting principles exists with respect to~~ the ~~appropriate~~Purchase ~~values~~is ~~applicable~~subject to ~~the Bank’s~~regulatory ~~“other~~approvals ~~real~~required ~~estate~~by ~~owned” (OREO). The methodology used~~state byand ~~management~~federal ~~results~~bank inregulatory ~~values~~authorities ~~for~~and ~~OREO~~normal ~~that~~and ~~differ~~customary ~~in a material amount from~~closing ~~values~~conditions. ~~Crowe~~Subject ~~Chizek~~to ~~indicates~~the ~~their~~satisfaction ~~current audit evidence suggests. The result~~ of ~~these~~such ~~differences~~conditions, ~~affects~~Capital ~~the~~Bank ~~carrying value~~and ofOmni ~~the~~expect ~~OREO~~to onclose the ~~Bank’s~~Purchase ~~balance~~in ~~sheet,~~ the ~~allowance~~fourth ~~for~~quarter ~~loan~~of ~~losses and potentially other accounts~~2008.

~~The~~Capital Bank’s ~~OREO~~and ~~consists~~Omni ~~primarily~~made ofcustomary ~~homes~~representations, ~~acquired~~warranties, ~~upon~~and ~~foreclosure~~covenants ofin ~~community~~the ~~redevelopment~~Agreement. ~~loans~~Capital ~~extended~~Bank ~~to contractors~~ and ~~other~~Omni ~~borrowers~~have ~~who~~also ~~would acquire,~~agreed ~~repair~~to ~~and~~indemnify ~~resell~~each ~~properties~~other (subject ~~located in low-~~ to ~~moderate-income metropolitan~~customary ~~areas. Following~~limitations) awith ~~significant~~respect ~~downturn~~to in the ~~real estate~~Purchase, ~~markets~~including ~~primarily~~for breaches ~~serviced~~of byrepresentations ~~the~~and ~~Bank’s~~warranties, ~~community~~breaches ~~redevelopment~~of ~~lending division~~covenants, ~~the~~liabilities not ~~Bank~~retained ~~foreclosed~~or onassumed, aand ~~large~~conduct ~~number~~ of ~~these~~the ~~loans,~~business ~~with~~of the ~~most~~Branches and ~~significant~~operation ~~foreclosure~~and ~~activity~~use ~~occurring~~of ~~during~~ the ~~fourth~~Assets ~~quarter~~during ~~of 2007~~certain time periods.

~~Under~~The ~~Financial~~purchase ~~Accounting~~price ~~Standards~~for ~~Board~~the ~~Statement~~Assets will be computed as the sum of ~~Financial~~(i) ~~Accounting~~the ~~Standards~~average ~~No.~~daily ~~144~~balance ~~Accounting~~of the deposits for ~~the Impairment~~a orten ~~Disposal~~day ofperiod ~~Long-lived~~prior ~~Assets~~to closing multiplied by 6%, (ii) the ~~fair~~aggregate ~~value~~amount of ancash ~~asset is~~on hand as of the ~~amount~~closing, at(iii) ~~which~~the accrued ~~that~~interest ~~asset~~on ~~can~~the beloans ~~bought~~as orof ~~sold~~closing, in(iv) athe ~~current~~net ~~transaction~~book value of the real ~~between~~property ~~willing~~as ~~parties~~of closing, ~~other~~(v) ~~than~~the inaggregate avalue ~~forced~~of orthe ~~liquidation sale. Consistent~~loans ~~with~~assumed ~~its~~at ~~approach~~closing multiplied inby ~~prior~~approximately ~~years~~98%, ~~management’s methodology~~and ~~for~~(vi) ~~calculating~~the ~~this~~aggregate ~~value~~net isbook tovalue ~~deduct~~of certain ~~from~~other ~~the~~assets. The current ~~appraised after-repair~~ value of the ~~property~~Omni ~~(ARV)~~deposits ~~the~~being ~~cost~~assumed ofis approximately ~~rehabilitation~~$105 million, and the ~~cost of~~current ~~disposition~~value of the ~~property~~Omni ~~(including~~loans ~~carrying~~being ~~cost)~~purchased is approximately $51 million. ~~Management’s~~ ~~position~~On isthe ~~that~~first ~~either~~business ~~this~~day ~~method~~following ofthe closing ~~valuation~~date, or ~~alternatively~~Omni ~~valuation~~will ontransfer ato ~~discounted~~Capital Bank cash ~~flow~~in ~~basis~~an ~~based~~amount onequal ~~the~~to ~~Bank’s~~the ~~intent~~sum toof ~~hold~~the ~~and~~assumed ~~market~~deposits ~~the~~plus ~~properties~~accrued ~~over~~expenses ~~time,~~minus isthe ~~appropriate~~purchase ~~for~~price ~~the~~for ~~OREO~~the Assets.

WeOmni ~~believe~~expects ~~that Crowe Chizek’s position is that~~ the ~~audit~~pre-tax ~~evidence~~gain ~~they~~on ~~have obtained indicates~~ the ~~methodology~~purchase ~~employed~~to bybe ~~management~~approximately ~~during~~$5.5 ~~2007~~million, ~~has~~and ~~resulted~~its inrisk-based ~~values~~capital ~~materially~~is ~~higher~~expected ~~than~~to ~~amounts~~improve ~~for~~by ~~which the OREO can be sold~~approximately ~~in a current transaction between willing parties at the balance sheet date~~1.15%.

~~The Company’s~~Item ~~board~~9.01 ofFinancial ~~directors~~Statements and audit committee have engaged in extensive discussions with representatives of Crowe Chizek on the foregoing issues, but to date have been unable to reach a consensus. Pending resolution of this issue, the audit of the Company’s 2007 financial statements remains incomplete. Should a new auditor be appointed, the Company will authorize Crowe Chizek to respond fully to any inquiries from the new auditor relating to the subject matter of the disagreement described above.Exhibits

~~The Company~~Exhibit ~~has~~2.1 ~~provided,~~- onPurchase ~~the date of its filing with the Securities~~ and ~~Exchange Commission~~Assumption ~~(the~~Agreement ~~“SEC”),~~dated aSeptember ~~copy of this Current Report on Form 8-K to Crowe Chizek with a request that Crowe Chizek furnish the Company~~24, ~~as promptly as possible~~2008, abetween ~~letter~~Capital ~~addressed~~Bank ~~to the SEC stating whether Crowe Chizek agrees with the statements made by the Company in this report~~ and, ifOmni ~~not,~~National ~~stating the respects in which it does not agree~~Bank. Crowe Chizek’s letter was not available when this report was due to be filed, but will be filed within two business days following its receipt by the Company and in any event within 10 business days following the date of this filing.

Item 8.01 Other Events.

The Company has engaged the investment banking firm of Sandler O’Neill + Partners, L.P. to assist it in its exploration of strategic alternatives. These alternatives may include, but are not limited to, a capital raise, business combination, divestiture of assets or other transactions. It is not possible at this point to determine whether the Company will receive any expressions of interest or, if so, whether any such expressions of interest will be acceptable or result in negotiations. As a matter of policy, management does not intend to comment publicly concerning any proposals that it may receive or any negotiations that it may enter into until it determines that public disclosure would be appropriate.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	OMNI FINANCIAL SERVICES, INC
	OMNI FINANCIAL SERVICES, INC.
Dated: August 11, 2008	By:	/s/	Thomas Flournoy
Dated: September 30, 2008	By:	/s/ Thomas Flournoy
	Name:	Thomas Flournoy	~~Thomas Flournoy~~
	Title:	Executive Vice President and Chief Financial Officer	~~Executive Vice President and Chief Financial Officer~~

EXHIBIT INDEX

Exhibit Number

2.1		Purchase and Assumption Agreement dated September 24, 2008, between Capital Bank and Omni National Bank.

Filing Compare · Omni Financial Services, Inc.