SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: April 21, 2006
MEMS USA, INC.
(Formerly Lumalite Holdings, Inc.)
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(Exact name of registrant as specified in charter)
Nevada 0-4846-3 82-0288840
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
5701 Lindero Canyon Rd., #2-100
Westlake Village, CA 91362
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (818) 735-4750
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 21, 2006, Hearst Ethanol One, Inc., a Federal
Canadian Corporation ("HEO"), a majority-owned subsidiary of
Registrant, completed the acquisition of approximately 720 acres of
real property, together with all biomass material located thereon
(approximately two million tons of woodwaste), located in the
Township of Kendall, District of Cochrane, Canada (cumulatively, the
"Property"), from C. Villeneuve Construction Co. LTD., a Canadian
Corporation ("Villeneuve"), as provided under that agreement to
purchase these assets earlier reported in Registrant's 8-K dated
December 27, 2005 (the "Agreement"). The Property was purchased to
provide the site and the biomass material for the construction and
operation of a 120,000,000 gallon per year bio-renewable
woodwaste-to-ethanol refinery to be owned by HEO and designed, built
and managed by Convergence Ethanol, Inc. a division of Registrant.
This on-site inventory of biomass is sufficient for 2 full years of
production or 240,000,000 gallons of ethanol.
Pursuant to the provisions of the Agreement, HEO issued ten
point five percent (10.5%) of HEO's common shares to Villeneuve as
consideration for the transfer of the Property. At the close of the
transaction, Registrant owned 87 % of the common stock of HEO.
Pursuant to a Memorandum of Understanding entered into on
April 20, 2006 between HEO and Villeneuve to clarify the Agreement,
Villeneuve shall be entitled to one member of HEO's board of
directors for so long as Villeneuve is at least a ten percent (10%)
shareholder of HEO. Villeneuve shall also be entitled to the right
to manage, blast, or otherwise remove the stone aggregate material
located on the Property. All blasting ceases prior to plant
construction.
The closing of the transaction contemplated by the Agreement
was contingent upon HEO obtaining an easement through and on that
parcel of real property owned by Villeneuve described as parcel 711
Centre Cochrane for rail access to the Property, and another
easement through and on the same parcel of real property for a two
way road for truck access to the Property, and otherwise satisfying
HEO's and Registrant's due diligence.
MEMS USA, Inc. (OTCBB:MEMS) is a California-based professional engineered
systems and emerging ethanol producer (see Jan. 4, 2006, press release), is
changing its name to Convergence Ethanol, Inc. In addition to its new name, the
company will release a newly designed logo and website by May 31, 2006
For more information visit MEMS web site at www.memsusa.com
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.
MEMS USA, INC.
Date: April 26, 2006 By: /S/ Richard W. York
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Richard W. York, CFO