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: June 16, 2005
MEMS
USA, INC.
(Formerly
Lumalite Holdings, Inc.)
(Exact
name of registrant as specified in charter)
|
Nevada
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0-4846-3
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82-0288840
|
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(State
or other jurisdiction
of
incorporation)
|
(Commission
file
number)
|
(IRS
employer
identification
no.)
|
5701
Lindero Canyon Rd., #2-100
Westlake
Village, CA 91362
(Address
of Principal Executive Offices)
Registrant's
telephone number, including area code (818) 735-4750
Item
8.01 Other Events
On
June
16, 2005, Can-Am Ethanol One, Inc., a Canadian Corporation (“Can-Am”), which is
jointly owned and controlled by Registrant and Accelon Energy System, Inc.,
a
Canadian Corporation (“Accelon”), entered into a contract to purchase from
Comox Timber Ltd. (“Comox”) approximately 2,143 acres of land (the “Property”)
in British Columbia, Canada (the “Agreement”).
Registrant
owns 49.3% of Can-Am’s stock, appoints two members of Can-Am’s four member board
of directors, and, on April 25, 2005, entered into a contract with Can-Am
and
Accelon to perform certain services related to Can-Am’s business plan to acquire
land, engineer, design, procure, build, own, commission, operate and maintain
one or more wood-waste-to-ethanol conversion plants in Canada. The Agreement
was
entered into pursuant to that plan.
The
Agreement provides that Can-Am shall pay CN$11,500,000 for the Property (the
“Purchase Price”). CN$50,000 of the Purchase Price was paid immediately as a
deposit, and the remainder is to be paid on the closing of the transaction.
Registrant and Accelon each contributed one half of the CN$50,000 deposit.
The
deposit is nonrefundable if the transaction fails to close for any reason
other
than a breach of Comox’s representations and warranties or a breach of a
covenant undertaken by Comox. In the event that the physical condition and
state
of the properties is disapproved by Can-Am by reason of hazardous substances,
and the cost of remediation is more than CN$10,000, Can-Am shall be refunded
one
half of the deposit. Can-Am is currently securing funding for the remainder
of
the Purchase Price. Can-Am does not yet have a firm commitment to fund this
transaction. Pursuant to the April 25, 2005 contract between Can-Am, Accelon
and
Registrant, Registrant is actively pursuing funding opportunities on Can-Am’s
behalf to close the transaction contemplated by the Agreement.
The
Agreement provides that Comox may, at its option, exclude up to approximately
25
acres from the above described transaction, in which event the purchase price
shall be reduced by CN$4,465 for each acre so excluded.
It
is
anticipated that the transaction will close in approximately eleven weeks.
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.
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MEMS
USA, INC. |
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| Date:
June __ 2005 |
By: |
/s/ |
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Lawrence
Weisdorn, CEO |
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