U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2004

                         Commission file number 0-4846-3

                                 MEMS USA, INC.
                 (Name of small business issuer in its charter)

             Nevada                                        82-0288840
----------------------------------------    ------------------------------------
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)


5701 Lindero Canyon Road, Suite 2-100
Westlake Village, California                                  91362
----------------------------------------    ------------------------------------
(Address of principal executive offices)                   (Zip code)


          Issuer's telephone number, including area code (818) 735-4750
                                                         --------------


<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Exchange  Act of 1934 during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes No X

The number of shares of the common stock  outstanding as of January 11, 2005 was
16,431,077.

                   Documents incorporated by reference: None.


<PAGE>


                                 MEMS USA, INC.

                        Table of contents for Form 10-QSB

                         Quarter Ended December 31, 2004

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                        Number
<S>                                                                                     <C>
PART 1 - FINANCIAL INFORMATION                                                             1

        ITEM 1.  Financial Statements

            o     Consolidated Balance Sheet as of December 31, 2004 (unaudited)           2


            o     Consolidated Statements of Operations (unaudited)                        3


            o     Consolidated Statements of Cash Flows (unaudited)                        4


            o     Notes to Consolidated Financial Statements (unaudited)                   5



        ITEM 2.  Management's Discussion and Analysis or Plan of Operations               12

        ITEM 3.  Controls And Procedures                                                  15

PART II - OTHER INFORMATION                                                               16

        ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds               16

        ITEM 5. Other Information                                                         16

        ITEM 6.  Exhibits                                                                 16
</TABLE>

                                       1

<PAGE>

                                    MEMS USA

                           Consolidated Balance Sheet
                                December 31, 2004
                                   (Unaudited)


                                 ASSETS                                 2004
                                                                    -----------
Current Assets:
      Cash and cash equivalents                                     $    64,269
      Accounts receivable                                             1,403,804
      Inventories                                                       602,124
      Other current assets                                              107,810
                                                                    -----------
      Total current assets                                            2,178,007
                                                                    -----------
Plant, property and equipment,                                        2,136,381
Other assets                                                            343,746
Goodwill                                                                337,819
                                                                    -----------
      Total assets                                                  $ 4,995,953
                                                                    ===========
                                                                    -----------

      LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
      Accounts payable and accrued expenses                         $ 1,288,349
      Lines of credit                                                   981,055
      Current portion of long-term debt                                  65,132
      Deferred revenue                                                   10,550
                                                                    -----------
                                                                      2,345,086

                                                                    -----------
Long term liabilities                                                   232,799
Loan from shareholder                                                    50,000
Common shares with mandatory redemption feature                       1,400,000
                                                                    -----------
      Total Liabilities                                               4,027,885
Stockholders' equity (deficit)
Common stock, $0.001 par value; 100,000,000 shares authorized,
      16,431,077 shares issued and outstanding                           16,431
Stock subscriptions receivable                                           (2,050)
Additional paid in capital                                            4,309,787
Retained earnings (Deficit)                                          (3,356,100)
                                                                    -----------
      Total stockholders' equity                                        968,068
                                                                    -----------
         Total liabilities and stockholders' equity                 $ 4,995,953
                                                                    ===========


                                       2
<PAGE>

                                    MEMS USA

                      Consolidated Statement of Operations
                         Three Months ended December 31
                                   (Unaudited)


                                                    2004               2003
                                                ------------       ------------
Revenues
      Sales                                     $  3,014,697                  0
Cost of sales                                      2,154,487            104,116
Gross profit                                         860,210           (104,116)
Selling expenses                                      30,962                  0
General & administrative                           1,066,542            354,173
Merger Related Expense                                     0            350,360
                                                ------------       ------------

Loss from operations                                (237,294)          (808,649)
Other income and (expenses)                            2,862                  0
                                                ------------       ------------
Net Loss                                        ($   234,432)      ($   808,649)
                                                ============       ============

Net loss per share, basic and diluted                  (0.01)             (0.09)
                                                ============       ============

Weighted average number of shares
      outstanding, basic and diluted              16,410,871          9,325,466
                                                ============       ============


                                       3
<PAGE>

                                    MEMS USA
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                         Three months ended December 31
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             2004             2003
                                                                          -----------      -----------
<S>                                                                       <C>              <C>
Cash flows provided by (used for) operating activities:
    Net loss                                                              ($  234,432)     ($  808,649)
                                                                          -----------      -----------
    Adjustments to reconcile net loss to net cash used
      for operating activities:
       Depreciation                                                            30,811            6,798
       Common stock issued for services                                             0          433,360
    Change in assets and liabilities net of effects from
      purchase of Bott and Gulfgate:
    (Increase) decrease in assets:
       Accounts receivable                                                   (396,953)               0
       Inventories                                                            131,803                0
       Other current assets                                                    28,558           13,333
    Increase (decrease) in liabilities:
       Accounts payable and accrued expenses                                  216,824          149,578
       Lines of credit                                                        124,657                0
       Current portion of long-term debt                                       14,682                0
       Deferred revenue                                                        10,550           10,000
                                                                          -----------      -----------
               Total adjustments                                              160,932          613,069
                                                                          -----------      -----------
               Net cash provided by (used for) operating activities           (73,500)        (195,580)

Cash flows used for financing activities:
    Purchase of property and equipment                                            820           (2,540)
                                                                          -----------      -----------
               Total cash (used for) investing activities                         820           (2,540)
Cash flows provided by financing activities:
    Long term liabilities                                                      55,437                0
    Collection of stock subscription receivable                                     0           48,250
    Series A preferred stock issued for cash                                        0          136,250
    Loan from shareholder                                                      50,000                0
    Cash balance net of payments for purchase of Bott and Gulfgate              5,073                0
    Common stock issued for cash                                                    0            3,000
                                                                          -----------      -----------
               Net cash provided by financing activities                      110,510          187,500
                                                                          -----------      -----------

Net increase (decrease) in cash and cash equivalents                           37,830          (10,620)
Cash and cash equivalents, beginning of period                                 26,439           23,613
                                                                          -----------      -----------
Cash and cash equivalents, end of period                                  $    64,269      $    12,993
                                                                          ===========      ===========

Supplemental disclosure of cash flow information:
    Income taxes paid                                                               0                0
                                                                          ===========      ===========
    Interest paid                                                              19,286            8,706
                                                                          ===========      ===========

Supplemental disclosure of non-cash financing activities:
    Common stock (including $1,400,000 of shares subject to mandatory       2,250,000                0
       redemption feature) issued for acquisition of Bott and Gulfgate
    Common stock issued for services                                                0          434,867
    Dividends accrued                                                               0            6,100
    Stock issued in exchange for subscriptions receivable                           0           12,500
</TABLE>


                                       4
<PAGE>


(1)   Company & Summary of Significant Accounting Policies:

      Nature of Business:

      MEMS USA, Inc. (the  "Company")  was  incorporated  in Nevada in 2002. The
      Company is comprised of three wholly owned subsidiaries, MEMS USA, Inc., a
      California  Corporation ("MEMS CA"), Bott Equipment Company, Inc. ("Bott")
      and Gulfgate Equipment,  Inc. ("Gulfgate").  In November 2004, the Company
      formed a joint venture,  Can Am Ethanol One, Inc. ("Can Am"). We presently
      own fifty percent of Can Am.

      MEMS CA is an engineering  and design firm engaged in the  development and
      sale of instrumentation, blending skids and Intelligent Filtration Systems
      ("IFS").

      Gulfgate produces particulate filtration equipment utilized in the oil and
      power industries. Gulfgate also produces vacuum dehydration and coalescing
      systems that are utilized to remove water from turbine  engine oil.  These
      same systems are used by electric  power  generation  facilities to remove
      water from  transformer  oils. To help meet its customer's  diverse needs,
      Gulfgate   maintains  and  operates  a  rental  fleet  of  filtration  and
      dehydration systems.

      Bott is a stocking  distributor  for various  lines of  industrial  pumps,
      valves and  instrumentation  such as those  utilized  in MEMS CA's IFS and
      blending skid systems.  Bott  specializes in the  construction of aviation
      and refueling systems,  including, but not limited to helicopter refueling
      systems on oil rigs throughout the world.  Bott also constructs  refueling
      systems for commercial  marine vessels.  Bott's customers include chemical
      plants, refineries, power plants and other industrial applications.

      MEMS CA, Bott and  Gulfgate  utilize a  combination  direct sales force as
      well as commissioned  sales  representatives  to market and distribute its
      products.

      Can Am was  created to  manufacture,  own and operate  ethanol  production
      facilities.  The joint venture will utilize a synthetic biomass conversion
      process to convert  waste  materials  into  ethanol.  We intend to develop
      several  ethanol  plants  in  Canada  that  will use a  synthetic  biomass
      conversion process, subject to receipt of required funding.

      We are presently in the process of integrating our subsidiaries,  which we
      believe will promote  efficiency and lower operating costs.  While each of
      our subsidiaries  will remain a separate  operating  entity,  we intend to
      optimize the resources of each.

      Accounts Receivable:

      Accounts  receivable  result  from sales to  customers.  The  Company  has
      provided  reserves for doubtful accounts in the amount of $51,640 that the
      Company believes are adequate.

      Inventories:

      Inventories are presented at the lower of cost or market, by the first-in,
      first-out  method  and  consist  of  finished  goods and work in  process.
      Finished goods include materials, labor and manufacturing overhead.


                                       5
<PAGE>


(2)   Interim Financial Statements:

      The accompanying unaudited financial statements for the three months ended
      December 31, 2004 and 2003  include all  adjustments  (consisting  of only
      normal  recurring  accruals),  which,  in the opinion of  management,  are
      necessary for a fair  presentation  of the results of  operations  for the
      periods presented.  Interim results are not necessarily  indicative of the
      results  to be  expected  for  a  full  year.  These  unaudited  financial
      statements  should  be read in  conjunction  with  the  audited  financial
      statements for the period from November 17, 2000  (inception) to September
      30, 2004 included in the Company's Form 10KSB/A.

(3)   Business Acquisition:

      On October 26,  2004  ("Closing  Date"),  effective  October 1, 2004,  the
      Company   purchased   100%  of  the   outstanding   shares  of  two  Texas
      corporations,   Bott  Equipment   Company,   Inc.  ("Bott")  and  Gulfgate
      Equipment,  Inc.  ("Gulfgate")  from their president and sole shareholder,
      Mr. Mark Trumble.

      Under the terms of the stock purchase agreement, the Company acquired 100%
      of the shares of Bott and  Gulfgate  from Mr.  Trumble for $50,000 in cash
      and 1,309,677 shares of the Company's newly issued common stock.

      752,688  shares of the total shares issued to Trumble are subject to a one
      time put. The  exercise of the put must occur,  if at all, on or within 10
      business days after the day which falls three hundred sixty-six (366) days
      after the Closing Date.  Under the terms of the put,  Trumble may exchange
      some or all of the 752,688  shares for an amount  equal to $1.86 (which is
      the  average  price of the  Company's  stock on the OTC BBC for the thirty
      trading days comprising September 13, 2004 through October 22, 2004) times
      the number of shares  exchanged  by Trumble  pursuant  to the put.  Should
      Trumble  choose to exercise  this put,  the Company  shall have sixty (60)
      days  from the date of  exercise  to pay off any  sums  due  thereby.  The
      Company's  performance  under  the terms of the put is  secured  by second
      deeds of trust with vendors' liens in favor of Trumble on certain  parcels
      of the Companies' real estate.

      The 752,688  shares  subject to the put, have been  properly  treated as a
      $1.4 million  liability,  pursuant to SFAS 150, until the terms of the put
      expire.

      The Company agreed to create an employee option plan for its employees and
      those of its affiliates,  including, Bott and Gulfgate. In connection with
      said plan, the Company agreed to file an S8 Registration (securities to be
      offered to  employees  in employee  benefit  plans)  within 30 days of the
      Closing  Date.  The Company had also agreed that it would issue Trumble an
      additional  123,659 shares of the Company's  restricted stock if it failed
      to achieve this milestone.  The Company filed an S8 Registration within 30
      days of the Closing Date thereby achieving this milestone and avoiding the
      issuance of penalty shares to Mr. Trumble.

      The Agreement  also provided  that Trumble will  personally  introduce the
      Company's officers and representatives to five (5) qualified Texas bankers
      and that the Company  will  utilize its best  efforts to remove  Trumble's
      name as  guarantor  from  said  credit  lines  within 90 days of the fifth
      introduction.  The  Company  has  agreed  that it will  issue  Trumble  an
      additional  370,977  shares of restricted  stock should it fail to achieve
      this milestone.  Mr.  Lawrence  Weisdorn,  Mr. Daniel  Moscaritolo and Dr.
      James Latty have also agreed to join Trumble as guarantors on the Bott and
      Gulfgate  credit lines.  Mr.  Weisdorn  joined Trumble as guarantor on the
      Bott  and  Gulfgate  credit  lines in or  around  mid-November  2004.  Mr.
      Moscaritolo  and Dr.  Latty have agreed to join as  guarantors  should the
      Company fail to recognize  the  milestone  of removing  Trumble's  name as
      guarantor from the existing credit lines within the specified time period.
      As of the  date  of  this  report,  only  one  personal  introduction  has
      occurred. Thus, the 90 day milestone has not been triggered.


                                       6
<PAGE>


      The Company agreed to secure a best efforts underwriting commitment letter
      from a qualified  investment  banker within 45 days of the Closing Date to
      raise a minimum of $2 million in equity  capital.  An  additional  123,659
      shares of the  Company's  restricted  stock  were to be issued to  Trumble
      should the Company fail to achieve this milestone.  The Company obtained a
      commitment  letter  within 45 days of the Closing Date  thereby  achieving
      this milestone and avoiding the issuance of penalty shares to Mr. Trumble.
      The Company also agreed,  in connection  with the $2 million equity raise,
      that the Company would receive  $2,000,000 in gross equity  funding within
      120 days of the  Closing  Date.  The Company has agreed that it will issue
      Trumble an additional  123,659  shares of its  restricted  stock should it
      fail  to  achieve  this  milestone.   To  date,  this  milestone   remains
      outstanding.

      Finally, the Company has recognized that Trumble shall sell 326,344 shares
      of its stock at a  purchase  price of  approximately  $607,000  to private
      parties,  including a related  party  Lawrence  Weisdorn,  Sr.,  the CEO's
      father and a shareholder  and/or  Weisdorn Sr.'s  assignees  pursuant to a
      written agreement between Trumble and Weisdorn Sr.. Should Trumble fail to
      recognize  $607,000,  through no fault of Trumble,  the Company  agreed to
      issue up to 494,636 shares of restricted stock to Trumble.  The percentage
      of the Penalty  Shares the Company shall issue,  if any, shall be prorated
      in  accordance  with any  monies  received  by  Trumble  during the 60-day
      period.  It is further  understood  that the  penalties are subject to the
      following  schedule:  (1) Trumble  shall have  recognized at least $75,000
      within  15 days of the  Closing  Date or he  shall  receive  up to  61,829
      Penalty Shares;  (2) Trumble shall recognize an additional  $75,000 within
      30 days of the Closing Date or he shall receive up to an additional 61,829
      Penalty Shares; (3) Trumble shall recognize an additional  $150,000 within
      45 days  of the  Closing  Date or he  shall  receive  up to an  additional
      123,659  Penalty  Shares;  and (4) Trumble  shall  recognize an additional
      $307,000  within  60 days of  Closing  Date or he shall  receive  up to an
      additional 247,318 Penalty Shares. Each milestone is to be calculated as a
      stand-alone  event. All of the above Penalty Share  calculations  shall be
      subject to a pro-rata  offset for monies  received  that fall short of the
      indicated milestones.

      As of the date of this report, the Company, in order to avoid the issuance
      of 61,829  penalty  shares,  paid  $75,000  directly to Mr.  Trumble.  The
      Company has recorded  this payment as a reduction  to  additional  paid-in
      capital.  The Company  intends to seek  repayment of this expense from Mr.
      Weisdorn Sr.

      Mr. Trumble did not recognize $307,000 within 60 days of the closing date.
      As a result,  the Company is obligated to issue 247,318  penalty shares to
      Mr. Trumble. Additionally, certain outstanding covenants may require us to
      issue up to 494,636 additional penalty shares in the event that we fail to
      satisfy the remaining covenants.

      Non-Competition Agreement:

      The  agreement  also  provides  that  Trumble  shall  not for a period  of
      eighteen (18) months  following his separation from the Companies,  unless
      permitted to do so by the Company,  engage,  directly or  indirectly as an
      individual,  representative  or  employee  of others,  in the  business of
      designing,  manufacturing  or selling  products  in  competition  with the
      Company  or any of its  subsidiaries  in any  geographic  area  where  the
      Company or its subsidiaries are doing business.


                                       7
<PAGE>


      Management believes that the acquisition of Bott and Gulfgate will provide
      the  Company  with  cost  effective  means to  engineer,  manufacture  and
      distribute  products  for  its  customers  in the  energy  sector.  Bott's
      components  and Gulfgate's  fabrication  abilities may also be utilized to
      construct  components  to be used in Can AM Ethanol  One,  Inc.'s  ethanol
      production  facilities.  The  acquisition  has  been  accounted  for  as a
      purchase  transaction  pursuant to SFAS 141 and accordingly,  the acquired
      assets and  liabilities  assumed are  recorded at their book values at the
      effective  date  of  acquisition   except  for  the  real  property  which
      approximate the most current appraised value. Excess cost of $338,000 over
      the appraised  real property and book value of the other  acquired  assets
      and liabilities assumed was assigned to goodwill.

      The following  table  summarizes  the estimated  fair values of the assets
      acquired  and  liabilities  assumed  at  the  date  of  acquisition:   (in
      thousands)


          Current assets                                        $1,846
          Property, machinery, furniture and equipment           1,873
                                                                ------
                  Total assets acquired                          3,719
                                                                ======

          Current liabilities                                    1,619
          Long term debt                                           138
                                                                ------
                  Total liabilities assumed                      1,757
                                                                ------
                  Net assets acquired                            1,962
          Excess Cost over fair value                              338
                                                                ------
                                                                $2,300
                                                                ======

      In the event that any  purchase  adjustments  arise within one year of the
      purchase date, the foregoing allocation may be adjusted.

      The $2,300,000 purchase price was comprised of the following (in thousands
      of dollars):


                   Cash                                     $   50
                   Common Stock (1,309,677 shares)          $2,250
                                                            ------
                            Total                           $2,300
                                                            ======

      The  following  pro-forma  summary  presents the  consolidated  results of
      operations  of the  Company  as if the  acquisition  had  occurred  at the
      beginning  of the  quarter of December  31, 2004 and 2003.  Amounts are in
      thousands except the per share amount.

<TABLE>
<CAPTION>
                                                For the three months ended December 31

                                                         2004            2003
                                                         ----            ----
<S>                                                     <C>             <C>
  Net sales                                             $3,015           1,521
  Gross profit                                             860             297
  Net loss attributable to common shareholders             234           1,158

  Net loss per share                                      0.01            0.09
</TABLE>


                                       8
<PAGE>


(4)   Inventories:

      Inventories  consist of finished  goods of $323,000 and work in process in
      the amount of $ 279,000.

(5)   Property and Equipment:

      A summary at December 31, 2004 is as follows:

            Land                                        $  502,000
            Buildings                                    1,452,419
            Furniture, Machinery and equipment             167,996
            Automobiles and trucks                          91,700
                                                        ----------
                                 Total                   2,214,115

            Less accumulated depreciation                   77,734
                                                        ----------
                                                        $2,136,381
                                                        ==========

      Depreciation  expense  charged to operations  totaled $30,811 and $85,423,
      respectively,  for the three months  ended  December 31, 2004 and December
      31, 2003.

(6)   Business Line of Credit - Bott:

      Bott  maintains  three lines of credit with a bank in Houston  Texas.  The
      credit lines are  evidenced by three  promissory  notes,  a Business  Loan
      Agreement and certain  commercial  guarantees issued in favor of the bank.
      The material terms of these agreements follow:

      In May 2004,  Bott entered into a promissory note with a bank whereby Bott
      may borrow up to $250,000  over a three year term.  Bott may obtain credit
      line  advances  based  upon its  asset  base.  The note  requires  monthly
      payments of one thirty-sixth  (1/36) of the outstanding  principal balance
      plus accrued interest at the Bank's prime rate plus 1.0 percent.

      In June 2004, Bott executed a promissory note with a bank whereby Bott may
      borrow up to $600,000, at an interest rate equal to the bank's prime rate.
      The Note provides for monthly  payments of all accrued unpaid interest due
      as of the date of each  payment.  The Note further  provides for a balloon
      payment of all principal and interest  outstanding  on the Note's one year
      anniversary.

      In October 2004,  Bott executed a promissory  note with a bank that allows
      Bott to borrow up to  $200,000,  at an  interest  rate equal to the bank's
      prime rate plus 1.0 percent. The note provides for monthly payments of all
      accrued  unpaid  interest  due. The note also  provides for the payment of
      $66,666.00  in the months of December 2004 and January 2005 and payment of
      the remaining principal and interest in February 2005.


                                       9
<PAGE>


      All of the foregoing  promissory notes contain the following common terms:
      The  notes  specify  that no  advances  under  the  notes  may be used for
      personal, family or household purposes and that all advances shall be used
      solely for business, commercial agricultural or similar purposes. Bott may
      draw down on the lines of credit provided that: it is not in default under
      the note  evidencing the particular  line of credit or any other agreement
      that it might have with the bank;  it is not  insolvent;  no guarantor has
      revoked or limited the terms of his or her guarantee  respecting the note;
      Bott  uses  the  funds   available   under  the  particular  note  for  an
      unauthorized  purpose;  and/or the Bank believes that its interests  under
      the note are insecure.  The notes provide the following limitations on the
      use of methods and  advancements  respecting the credit line, and the bank
      may not honor requests for additional  advances if: the requested  advance
      would cause the amounts  requested under the particular note to exceed its
      initial limit; Bott's checks or bank cards relating to the credit line are
      reported lost or stolen;  the note is in default;  or the amount requested
      is less than allowed under the note. The notes permit prepayment of all or
      part of the outstanding balances without penalty.

      The  Agreements  and Notes are secured by the  inventory,  chattel  paper,
      accounts receivable and general intangibles.  The Agreements and Notes are
      also secured by the personal  performance  guarantees  of Mr. Mark Trumble
      and  Mr.  Lawrence  Weisdorn  (Commercial   Guarantees).   The  Commercial
      Guarantees  require the  guarantors  to assure that all payments due under
      the Note are timely made or to make such payments.

(7)   Business Line of Credit - Gulfgate:

      In June 2002,  Gulfgate  executed a promissory  note  ("Note") with a bank
      that allows Gulfgate to borrow up to $200,000 at an interest rate equal to
      the bank's  prime  rate,  or a minimum  interest  rate of 5.00% per annum,
      whichever  is  greater.  Gulfgate  may  draw  down on the  line of  credit
      provided:  that it is not in default  on this Note or any other  agreement
      that it might  have  with the bank;  it is not  insolvent;  any  guarantor
      revokes or limits the terms of his guarantee;  the Borrower uses the funds
      available under the Note for an unauthorized purpose (i.e., other than for
      a business  purpose without first  obtaining the bank's written  consent);
      and /or the  bank  believes  that its  interests  are  insecure.  The Note
      provides the following  limitations on the use of methods and advancements
      respecting  the  credit  line,  and the bank may not  honor  requests  for
      advances if: the requested advance would cause the amounts requested under
      the Note to exceed $200,000;  Gulfgate's  checks or bank cards relating to
      the credit line are reported  lost or stolen;  the Note is in default;  or
      the  amount  requested  is less than  allowed  under  the  Note.  The Note
      provides for monthly payments of all accrued unpaid interest due as of the
      date of each payment.  The Note remains in force and effect until the bank
      provides  notice to Gulfgate that no additional  withdrawals are permitted
      (Final  Availability Date).  Thereafter,  payments equal to either $250 or
      the outstanding interest plus one percent of the outstanding  principal as
      of the Final Availability Date are due monthly until the Note is repaid in
      full.  The Note allows for  prepayment  of all or part of the  outstanding
      principal or interest without  penalty.  The Note is secured by Gulfgate's
      accounts  with the  bank,  and by  Gulfgate's  inventory,  chattel  paper,
      accounts  receivable,  and  general  intangibles.  The  Agreement  is also
      secured by the  performance  guarantees of Mr. Mark Trumble,  Mr. Lawrence
      Weisdorn and the Company.  The personal  guarantees require the guarantors
      to assure that all  payments due under the Note are timely made or to make
      such payments.


                                       10
<PAGE>


(8)   Promissory Note:

      In November 2002,  Gulfgate  executed a promissory note with a bank in the
      amount of $35,782 at an interest  rate equal to the bank's prime rate plus
      one-quarter of one percent (0.25%) for a vehicle purchase. The term of the
      note is for  forty-seven  (47) months.  The Note is secured by  Gulfgate's
      deposit accounts at the bank.

(9)   Mortgage

      On May 31, 2002, Gulfgate entered into a $140,000 promissory note ("Note")
      with a bank in connection  with the refinancing of Gulfgate's real estate.
      The Note bears a fixed interest rate of seven percent (7.00%) per annum as
      computed on a 360/365 day basis. The Loan provided for fifty-nine  monthly
      payments of $1,267 due beginning  July 2002 and ending June 2007. The Note
      may be prepaid  without fee or  penalty.  The Note is secured by a deed of
      trust on  Gulfgate's  realty.  Gulfgate is  required  under the terms of a
      separate agreement to provide replacement value fire and extended coverage
      insurance having a $2,500 deductible.

(10)  Financing Lease Agreement:

      In September 2002,  Gulfgate entered into a non-cancelable  debt financing
      agreement  ("Agreement")  with  the  bank's  leasing  corporation  for the
      financing of certain  equipment and a paint booth. The Agreement calls for
      the payment of forty-eight (48) monthly installment  payments of $1,555.95
      beginning  September  2002 at the interest rate of 6.90 percent per annum.
      The total cost is $65,100.


                                       11
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Unless  otherwise   indicated,   all  references  to  our  company  include  our
wholly-owned  subsidiaries,  MEMS  USA,  Inc.  a  California  corporation,  Bott
Equipment Company, Inc., a Texas corporation,  Gulfgate Equipment, Inc., a Texas
corporation  and our joint venture Can Am Ethanol One, Inc., a British  Columbia
corporation.

Plan of Operations:

We  are  engaged  in the  business  of  developing  and  manufacturing  advanced
engineered products,  systems and plants, mostly for the energy, oil and natural
gas  industries.  Our  business  is  divided  into  three  operating  divisions,
including (i) the design, development and operation of ethanol facilities,  (ii)
the  provision of systems and  components  to the energy  sector,  and (iii) the
design,  development  and sale of micro electro  mechanical  systems  (MEMS) for
major scientific and engineering companies.  As related in our annual report, in
October  2004,  the Company  acquired  two Texas  corporations,  Bott  Equipment
Company, Inc. ("Bott") and Gulfgate Equipment,  Inc.  ("Gulfgate").  In November
2004, the Company  formed a joint venture,  Can Am Ethanol One, Inc. ("Can Am").
As of the date of this report, the Company owns 50% of the outstanding shares of
Can Am Ethanol  One. The purpose of this joint  venture is to design,  build and
operate  one or more  ethanol  production  facilities.  We  believe  that  these
strategic acquisitions and alliances will allow us to grow our businesses.

MEMS CA was  incorporated in November 2000. MEMS CA is an engineering and design
firm. MEMS CA has been engaged in the  development and sale of  instrumentation,
blending skids and Intelligent  Filtration Systems (IFS). During 2004, MEMS CA's
engineers  designed and  constructed  an acoustic  viscometer.  This  instrument
utilizes sound waves  traveling  through a fluid stream to determine the fluid's
viscosity.  To date,  the  Company has  determined  that the  instrument  may be
utilized to measure  the  viscosity  of a range of aqueous  and organic  fluids,
including,  refined and crude oils.  The Company has filed a provisional  patent
application  respecting this device and  anticipates  filing one or more utility
patents  respecting  this  device  in the  near  future.  MEMS  CA is  presently
developing  a  multi-variant  pressure,  temperature  and flow  meter for use in
industrial applications.

During 2004, MEMS CA's engineers also developed  blending skid  technology.  One
skid we produced could mix three organic fluids,  in differing  percentages with
extreme accuracy.  One of the Company's long term goals is to be able to utilize
its blending skid technology to mix ethanol with motor  gasoline.  When properly
mixed,  ethanol and gasoline  provide a higher octane,  cleaner burning fuel for
automobiles.

MEMS CA's  engineers  have also been  charged  by the  Company  to  oversee  the
Company's IFS business.  These systems are utilized to filter wastes from amine,
oil or water streams.  Unlike a typical canister system,  such as the oil filter
in an automobile,  which needs to be periodically  replaced and disposed of, the
filters  utilized  in  intelligent  filtration  systems  can last  for  decades.
Furthermore, the filter system is self cleaning. Once the system recognizes that
its filter is becoming  clogged by debris filtered from the fluid flow, it turns
the fluid flow through the filter off and "back flushes" the debris caked on the
filter into a collection decanter.  The system then turns the fluid flow through
the system back on through  the  freshly  cleaned  filter.  The filter  cleaning
process  takes only  seconds to  complete  and  repeats as  necessary  to assure
optimum  filtration.  A facility  utilizing IFS  technology  needn't  dispose of
contaminated  filters,  but only need dispose of the contaminate  itself.  Thus,
while a filtration system based upon IFS technology typically requires a greater
capital  investment on the part of the purchaser,  these costs are offset in the
long run by  savings in filter  replacement  and  disposal  costs.  The  Company
anticipates that it may be able to utilize its intelligent filtration systems as
an integral  part of any ethanol  production  facility  that it may design.  The
Company is presently aware of three competitors offering similar technologies to
MEMS IFS technology.


                                       12
<PAGE>


Presently,  MEMS  CA  utilizes  a  combination  direct  sales  force  as well as
commissioned sales  representatives to market and distribute its products.  MEMS
CA targets niche  business  segments and is not dependent  upon any one or a few
major customers.  A typical  contract  requires MEMS CA to create a product that
previously  did not exist or  improve  upon an  existing  technology  using MEMS
(Micro  Electro  Mechanical  Systems)  devices.  The vast majority of the monies
raised since the  Company's  acquisition  of MEMS CA have been  utilized to fund
MEMS CA's acquisition and development of new technologies.

Gulfgate produces particulate filtration equipment utilized in the oil and power
industries.  Gulfgate also produces vacuum  dehydration  and coalescing  systems
that are utilized to remove water from ground based  turbine  engine oil.  These
same systems are used by electric  power  generation  facilities to remove water
from  transformer  oils. To help meet its  customer's  diverse  needs,  Gulfgate
maintains and operates a rental fleet of  filtration  and  dehydration  systems.
Presently,  Gulfgate  utilizes  a  combination  direct  sales  force  as well as
commissioned sales representatives to market and distribute its products.

Bott is a stocking distributor for various lines of industrial pumps, valves and
instrumentation  such as  those  utilized  in MEMS  CA's IFS and  blending  skid
systems. Bott specializes in the construction of aviation and refueling systems,
including,  but  not  limited  to,  helicopter  refueling  systems  on oil  rigs
throughout  the world.  Bott also  constructs  refueling  systems for commercial
marine vessels.  Bott's customers  include chemical  plants,  refineries,  power
plants and other  industrial  applications.  Bott utilizes a combination  direct
sales  force  as  well as  commissioned  sales  representatives  to  market  and
distribute its products.

Can  Am  was  created  to  manufacture,   own  and  operate  ethanol  production
facilities.  The joint  venture  will  utilize a  synthetic  biomass  conversion
process  to  convert  waste  materials  into  ethanol.  We are aware of  several
commercially  available  conversion  processes  which we  believe  will meet our
requirements  and are  presently  evaluating  the processes in relation to their
required  capital  investment,  operating  costs,  conversion  yield and product
quality as a prerequisite to licensing or acquiring the process  technology.  It
is anticipated  that the ethanol  manufactured by the joint venture will be sold
to companies  which blend ethanol with motor fuel.  The blending of ethanol with
motor fuel reduces  emissions  and will help  countries  such as Canada meet the
Kyoto accords for reduced greenhouse gas emissions. We intend to develop several
ethanol plants in Canada that will use a synthetic biomass  conversion  process,
subject to receipt of required funding. We estimate that each ethanol plant will
require  approximately  $150 million in capital.  MEMS USA's engineering  group,
headquartered  in Westlake  Village,  CA, will develop the engineering  data and
direct the plant engineering and construction  projects.  It is anticipated that
the Company's Texas  subsidiaries will be called upon to supply  instrumentation
for the project and assist in its modular construction.

We are  presently  in the  process of  integrating  our  subsidiaries,  which we
believe will promote  efficiency and lower  operating  costs.  While each of our
subsidiaries will remain a separate  operating entity, we intend to optimize the
resources  of each.  MEMS CA's  primary  responsibility  will be to  design  and
engineer new products and systems for the energy sector.  It is anticipated that
Bott will supply  component parts for these systems,  which will be assembled in
Texas under MEMS CA's supervision. We have already transferred our IFS and other
technology to Texas in order to establish lines of  communication  and a working
relationship.  We also anticipate that once we obtain the necessary funding, the
symbiotic  relationship  between  our  subsidiaries  will allow us to  engineer,
design, and partially construct ethanol plants for our Canadian joint venture.


                                       13
<PAGE>


Comparison of Operations

During the quarter  ended  December  31, 2004,  revenues  from  operations  were
$3,014,697  compared to $0 for the three  months ended  December  31, 2003.  The
increase  in revenue for the three  months  ended  December  31, 2004 versus the
prior year's revenues were due to the acquisition of Gulfgate and Bott.

Operating  expenses  increased from $808,649 for the three months ended December
31, 2003 compared to $3,249,129 during the three months ended December 31, 2004.
The  increase in  operating  expenses  was due to the  acquisitions  of Bott and
Gulfgate.  We expect  operating  expenses to increase  further if we are able to
begin the design,  engineering and construction of one or more ethanol plants in
Canada.

During the quarter ended  December 31, 2004,  shareholder's  equity was $968,068
compared to a deficit of $239,544 for the three months ended  December 31, 2003.
The  increase  in  shareholder  equity is  attributable  to the  acquisition  of
Gulfgate and Bott.

Interest  expense  increased to $19,286 for the three months ended  December 31,
2004 from $8,706 for the three months ended  December 31, 2003.  The increase is
attributable to the interest  payments made pursuant to the  acquisitions of the
credit lines of Bott and Gulfgate.

In summary,  net loss for the three months ended  December 31, 2004 was $234,432
compared to net loss of $808,649 for the three  months ended  December 31, 2003.
The  significant  reduction  in  net  loss  was  primarily  attributable  to the
acquisition of Gulfgate and Bott.

Liquidity and Capital Resources

Our plan of operations over the next 12 months includes the continued pursuit of
our goal to design,  engineer,  build and operate one or more ethanol plants. In
that regard we are dependent  upon Can Am Ethanol One,  Inc.'s  efforts to raise
the  necessary  capital.  We also  intend to  continue  to  develop  our  sensor
technology.  We believe  that our working  capital as of the date of this report
will not be sufficient to satisfy our estimated working capital  requirements at
our current level of operations  for the next twelve  months.  Our cash and cash
equivalents  were  $64,300 as of December  31,  2004,  compared to cash and cash
equivalents  of $26,400 as of  September  30,  2004.  At our current  cash "burn
rate", we will need to raise  additional cash through debt or equity  financings
during the first quarter of 2005 in order to fund our continued  development  of
our sensor  technology  and devices and to finance  possible  future losses from
operations  as we expand  our  business  lines and reach a  profitable  level of
operations.  We believe that we require a minimum of $1,800,000 in order to fund
our  planned  operations  over the next 12 months,  in  addition  to the capital
required for the establishment of any ethanol production facilities.  We plan to
obtain the additional  working capital  through  private  placement sales of our
equity  securities.  However,  as of the  date of this  report,  we have no firm
commitments  for the sale of our  securities nor can there be any assurance that
such funds will be available on commercially reasonable terms, if at all. Should
we be unable to raise the required  funds,  our ability to finance our continued
operations will be materially adversely affected.

During the months of February  through  June 2004,  the Company  sold  1,331,783
shares of its common stock via a private  placement  offering (the "PIPE").  The
subscription agreement accompanying the PIPE sales provided the purchaser with a
warrant to purchase an additional  share of the Company's  common stock for each
share  purchased under the PIPE. The warrants bore an expiration date of January
27, 2005.

In January 2005,  forty-six PIPE warrant holders  exercised 548,796 warrants and
the Company  recognized a combined  purchase  price of  $1,110,570.  The average
price for this transaction was $2.02 per share.


                                       14
<PAGE>

Cautionary Statement Regarding Future Results,  Forward-Looking  Information and
Certain Important Factors

We make written and oral statements from time to time regarding our business and
prospects, such as projections of future performance, statements of management's
plans and  objectives,  forecasts of market  trends,  and other matters that are
forward-looking  statements.  Statements  containing  the words or phrases "will
likely   result,"  "are  expected  to,"  "will   continue,"  "is   anticipated,"
"estimates,"  "projects,"  "believes,"  "expects,"   "anticipates,"   "intends,"
"target," "goal," "plans," "objective," "should" or similar expressions identify
forward-looking statements, which may appear in documents, reports, filings with
the  Securities  and  Exchange  Commission,   news  releases,  written  or  oral
presentations made by officers or other  representatives made by us to analysts,
stockholders,  investors,  news  organizations and others,  and discussions with
management and other representatives of us.

Our future results,  including  results related to  forward-looking  statements,
involve a number of risks and uncertainties.  No assurance can be given that the
results  reflected  in any  forward-looking  statements  will be  achieved.  Any
forward-looking  statement made by or on behalf of us speaks only as of the date
on which such statement is made. Our  forward-looking  statements are based upon
assumptions that are sometimes based upon estimates,  data,  communications  and
other information from suppliers, government agencies and other sources that may
be subject to  revision.  Except as  required by law,  we do not  undertake  any
obligation to update or keep current either (i) any forward-looking statement to
reflect events or  circumstances  arising after the date of such  statement,  or
(ii) the  important  factors  that  could  cause our  future  results  to differ
materially from historical results or trends,  results anticipated or planned by
us, or which are reflected  from time to time in any  forward-looking  statement
which may be made by or on behalf of us.


In addition to other matters  identified or described by us from time to time in
filings with the SEC, there are several  important  factors that could cause our
future results to differ materially from historical  results or trends,  results
anticipated or planned by us, or results that are reflected from time to time in
any  forward-looking  statement  that may be made by or on behalf of us. Some of
these important  factors,  but not necessarily  all important  factors,  include
those risk factors set forth in our 2004 Annual  Report on Form  10-KSB/A  filed
with the SEC on February 3, 2005

ITEM 3. Controls and Procedures

Our disclosure  controls and procedures are designed to ensure that  information
required to be disclosed in reports that we file or submit under the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time  periods  specified in the rules and forms of the  Securities  and Exchange
Commission  and that such  information is accumulated  and  communicated  to our
management,  as  appropriate,  to  allow  timely  decisions  regarding  required
disclosure.  Our Chief  Executive  Officer  and  Chief  Financial  Officer  have
reviewed the  effectiveness  of our disclosure  controls and procedures and have
concluded that the disclosure controls and procedures, overall, are effective as
of the end of the  period  covered  by this  report.  The  Company  did record a
significant  number of  adjustments  during the fourth quarter to properly state
the account balances at December 31, 2004. The Company has subsequently remedied
this  problem  by  hiring  a  Chief   Financial   Officer  who  will   implement
comprehensive  closing  procedures,  including an analysis of all balance  sheet
accounts   and   significant   income   statement   accounts.   Except  for  the
aforementioned  changes  there  were  no  significant  changes  in our  internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the last day they were evaluated.


                                       15
<PAGE>


PART II - OTHER INFORMATION


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company issued  1,309,667  shares of its common stock to Mr. Mark Trumble in
consideration for the purchase of 100% of the shares of Bott Equipment  Company,
Inc.  and  Gulfgate  Equipment,  Inc.  in  accordance  with the  Stock  Purchase
Agreement  ("Agreement") entered into by the Company and Mr. Trumble. (A copy of
the  Agreement was filed as an Exhibit to our form 10KSB/A filed with the SEC on
February 3, 2005.) The Agreement contains covenants in favor of Mr. Trumble that
are  secured  with our  promise to issue up to a total of  1,236,591  additional
shares  of our  stock  to Mr.  Trumble  in the  event we fail to  satisfy  those
covenants.  As of the date of this  report,  the Company is  obligated  to issue
247,318  penalty  shares  to  Mr.  Trumble.  Additionally,  certain  outstanding
covenants may require us to issue up to 494,636 additional penalty shares in the
event that we fail to satisfy those covenants.

Item 5. Other Information:

In its stock  purchase  agreement with Mr.  Trumble,  respecting the purchase of
Gulfgate and Bott, the Company recognized that Trumble would sell 326,344 shares
of its stock at a purchase price of  approximately  $607,000 to private parties,
including  a related  party  Lawrence  Weisdorn,  Sr.,  the CEO's  father  and a
shareholder  and/or  Weisdorn Sr.'s  assignees  pursuant to a written  agreement
between  Trumble and Weisdorn Sr.. As part of the Company's  agreement  with Mr.
Trumble,  the Company agreed that if Mr.  Trumble failed to recognize  $607,000,
portions of which were due on specific  dates  following the closing date of the
transaction,  the  Company  agreed to issue up to 494,636  shares of  restricted
stock to Trumble.

In December  2004 the Company paid $75,000 to Mr. Mark Trumble in order to avoid
the issuance of 61,829  Penalty  Shares to Mr.  Trumble.  In January  2005,  the
Company  paid Mr.  Trumble  $158,000 to avoid the  issuance  of 123,659  Penalty
Shares to Mr.  Trumble.  Although  the Company had no  obligation  to make these
payments  under its  agreement  with Mr.  Trumble,  it did have an obligation to
issue  penalty  shares to Mr.  Trumble if Mr.  Trumble did not  recognize  these
monies  through  the sale of stock.  When the Company  learned  that the primary
obligor,  Mr. Lawrence  Weisdorn Sr., was then unable to fulfill his contractual
obligations  to  Mr.  Trumble,   the  Company   believed  that  it  was  in  the
shareholder's  best  interests to avoid  dilution by making  these  payments and
seeking to recoup the monies  paid by the  Company  from Mr.  Weisdorn  Sr. at a
later  date.  The Company  believes  that it will  recover  some or all of these
monies before the close of the next quarter.  Finally,  the Company is obligated
to issue to Mr.  Trumble  247,318  Penalty  Shares  because Mr.  Trumble did not
recognize $307,000 within 60 days of the close of the acquisition.

Item 6. Exhibits.


(a)   Exhibits

      31.1  Certification of Chief Executive  Officer Pursuant to Rule 13a-14(a)
            of  the  Securities  Exchange  Act  of  1934  (Filed  electronically
            herewith)

      31.2  Certification of Chief Financial  Officer Pursuant to Rule 13a-14(a)
            of  the  Securities  Exchange  Act  of  1934  (Filed  electronically
            herewith)

      32.2  Certification of Chief Executive Officer and Chief Financial Officer
            Pursuant  to  18  U.S.C  Section  1350   (Furnished   electronically
            herewith).


                                       16
<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 thereunto duly authorized.

                                           MEMS USA, Inc.
                                           (Registrant)

Date:     February 21, 2004                /s/ Lawrence  Weisdorn
                                           -----------------------------------
                                           Lawrence  Weisdorn
                                           Chief Executive Officer


                                       17