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: March 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 1.01:  Entry into a Material Definitive Agreement.

MEMS USA, Inc. Wins $1.5 Million Dollar Order to Supply Filtration Equipment for
a major refinery in Southern California.

MEMS USA, Inc. (OTCBB:MEMS), a California-based professional engineered systems,
products and services  company,  announced that it won an order from CDI, who is
under  contract  with a major oil  refinery  in  Southern  California  to supply
filtration  equipment.  CDI  is an  engineering,  procurement  and  construction
company, based in Houston and with headquarters in Philadelphia.

The contract provides that MEMS USA will be paid $1.5 million for the design and
construction of the filtration  equipment described in the paragraph below. MEMS
USA will complete the manufacture of this equipment in August, 2006.

MEMS will supply an integrated  "Intelligent  Filtration  System"  composed of a
Smart Backflush  Filtration System with an integral electronic decanting system,
a carbon bed filter and an  ion-exchange  resin bed system.  This equipment will
purify the amine fluid by removing particulate,  chemical contaminants, and heat
stable salts to allow the amine to more  effectively  remove carbon  dioxide and
sulfur  compounds  during  refining.  This  results in a cleaner  burning,  more
environmentally friendly fuel for motor vehicles.

Chuck  Christensen,  of MEMS USA stated that "The U.S. EPA and  California  CARB
requirements  for cleaner burning fuels have opened up additional  opportunities
for MEMS USA's Intelligent Filtration Systems. We can help our customers achieve
lower  operating costs and minimize wastes while enhancing their ability to meet
the more stringent requirement for cleaner burning fuels."

This unique MEMS  technology  includes  permanent  filtration  elements that are
back-flushed  clean,  thereby  eliminating  the need to dispose of  conventional
filter elements. The system dramatically reduces hazardous waste disposal costs.
MEMS plans on utilizing this and other proprietary  technologies in its proposed
Biomass-to-Ethanol  Refinery in Northern  Ontario (see  January 4th,  2006 press
release).

The equipment  will be designed and produced by MEMS USA's  Gulfgate  Equipment,
Inc., an ISO 9001:2000 certified  subsidiary in Houston,  Texas (see March 22nd,
2006 press release)
<PAGE>

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:  March 30, 2006                                 By:  /S/  Richard W. York
                                                           --------------------
                                                           Richard W. York, CFO
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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: March 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 1.01:  Entry into a Material Definitive Agreement.

MEMS USA, Inc. Wins $1.5 Million Dollar Order to Supply Filtration Equipment for
a major refinery in Southern California.

MEMS USA, Inc. (OTCBB:MEMS), a California-based professional engineered systems,
products and services  company,  announced that it won an order from CDI, who is
under  contract  with a major oil  refinery  in  Southern  California  to supply
filtration  equipment.  CDI  is an  engineering,  procurement  and  construction
company, based in Houston and with headquarters in Philadelphia.

The contract provides that MEMS USA will be paid $1.5 million for the design and
construction of the filtration  equipment described in the paragraph below. MEMS
USA will complete the manufacture of this equipment in August, 2006.

MEMS will supply an integrated  "Intelligent  Filtration  System"  composed of a
Smart Backflush  Filtration System with an integral electronic decanting system,
a carbon bed filter and an  ion-exchange  resin bed system.  This equipment will
purify the amine fluid by removing particulate,  chemical contaminants, and heat
stable salts to allow the amine to more  effectively  remove carbon  dioxide and
sulfur  compounds  during  refining.  This  results in a cleaner  burning,  more
environmentally friendly fuel for motor vehicles.

Chuck  Christensen,  of MEMS USA stated that "The U.S. EPA and  California  CARB
requirements  for cleaner burning fuels have opened up additional  opportunities
for MEMS USA's Intelligent Filtration Systems. We can help our customers achieve
lower  operating costs and minimize wastes while enhancing their ability to meet
the more stringent requirement for cleaner burning fuels."

This unique MEMS  technology  includes  permanent  filtration  elements that are
back-flushed  clean,  thereby  eliminating  the need to dispose of  conventional
filter elements. The system dramatically reduces hazardous waste disposal costs.
MEMS plans on utilizing this and other proprietary  technologies in its proposed
Biomass-to-Ethanol  Refinery in Northern  Ontario (see  January 4th,  2006 press
release).

The equipment  will be designed and produced by MEMS USA's  Gulfgate  Equipment,
Inc., an ISO 9001:2000 certified  subsidiary in Houston,  Texas (see March 22nd,
2006 press release)
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:  March 30, 2006                                 By:  /S/  Richard W. York
                                                           --------------------
                                                           Richard W. York, CFO