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.)
                       ----------------------------------
               (Exact name of registrant as specified in charter)

   Nevada                               0-4846-3                82-0288840
--------------------------------------------------------------------------------
(State or other jurisdiction           (Commission             (IRS employer
 of incorporation)                     file number)          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 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

<PAGE>


                                   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
                                                    ---------------------
                                                    Richard W. York, CFO
{"company-data": {"conformed-name": "MEMS USA INC", "cik": "0000023778", "assigned-sic": "1090", "irs-number": "820288840", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-04846", "film-number": "06784114"}, "business-address": {"street1": "378 N MAIN STREET", "street2": "SUITE 124", "city": "LAYTON", "state": "UT", "zip": "84041", "phone": "8012739300"}, "mail-address": {"street1": "4766 HOLLADAY", "street2": "BLVD", "city": "HOLLADAY", "state": "UT", "zip": "84107"}, "former-company": [{"former-conformed-name": "LUMALITE HOLDINGS INC", "date-changed": "20020520"}, {"former-conformed-name": "CONSIL CORP", "date-changed": "19981113"}, {"former-conformed-name": "CONSOLIDATED SILVER CORP", "date-changed": "19920703"}]}
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.)
                       ----------------------------------
               (Exact name of registrant as specified in charter)

   Nevada                               0-4846-3                82-0288840
--------------------------------------------------------------------------------
(State or other jurisdiction           (Commission             (IRS employer
 of incorporation)                     file number)          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 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
                                                    ---------------------
                                                    Richard W. York, CFO