UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                   FORM 10-QSB

(Mark One)

|X|   QUARTERLY REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended:      March 31, 2004
Or

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      AND EXCHANGE ACT OF 1934

            For the transmission period from _________ to __________


 ------------------------------------------------------------------------------

                         Commission file number 0-4846-3

 ------------------------------------------------------------------------------

                                 MEMS USA, INC.
                       (Formerly Lumalite Holdings, Inc.)
               (Exact name of registrant as specified in charter)


Nevada                                                         82-0288840
--------------------------------------------------------------------------------
State or other jurisdiction                              IRS employer ID number
     of Incorporation

                        5701 Lindero Canyon Road., #2-100
                           Westlake Village, CA 91362
                    (Address of Principal Executive Offices)

Registrants telephone number         (818)-735-4750

State the number of shares outstanding of each of the issuers classes of common
equity as of the last practicable date (May 24, 2004)       13,385,779 shares
                                                            ----------

--------------------------------------------------------------------------------
<PAGE>

Part I - FINANCIAL INFORMATION


                                 MEMS USA, INC.
                                 --------------
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                                                   March 31,
                                                                     2004
                                                                ---------------
                ASSETS

   CURRENT ASSETS:

     Cash and cash equivalents                                  $     101,648
     Contracts in progress, net of reserves                            56,667

                                                                  ------------
                Total current assets                                  158,315


   PROPERTY AND EQUIPMENT, NET                                        154,977
   DEPOSITS                                                           190,140
                                                                  ------------

                   Total assets                                 $     503,432
                                                                  ============


                LIABILITIES AND STOCKHOLDERS' DEFICIT

   CURRENT LIABILITIES:

     Accounts payable and accrued expenses                      $     237,649
     Deferred revenue                                                  38,333
     Liability to be satisfied though the issuance of shares          989,500
                                                                  ------------

                Total current liabilities                           1,265,482
                                                                  ------------

   STOCKHOLDERS' DEFICIT:

     Convertible  preferred stock,  Series A $.001
       par value,                                                          --
     1,200,000 shares authorized, none issued 6r
       outstanding

     Common stock, par value $.001 per share,
       100,000,000                                                     13,386
     authorized, 13,385,779 shares issued and
     outstanding

     Additional paid in capital                                     1,419,424
     Accumulated deficit during development stage                  (2,194,860)
                                                                  ------------

                Total stockholders' deficit                          (762,050)
                                                                  ------------

                                                                $     503,432
                                                                  ============

   The accompanying notes form an integral part of these financial statements

<PAGE>



                                 MEMS USA, INC.
                                 --------------
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Six-Months Ended          Three-Months Ended      From November 17,
                                                                  March 31,                 March 31,          2000 (inception) to
                                                             2004          2003         2004          2003       March 31, 2004
                                                          -----------   -----------   ----------   -----------   ---------------

<S>                                                      <C>            <C>           <C>          <C>           <C>
       REVENUES:                                                  --            --           --            --                --

       COSTS:

         Contract costs                                  $   313,309    $   11,973    $ 209,193    $   11,973    $      331,366
         General and administrative expenses                 679,986       275,146      325,813        53,828         1,513,134
         Expenses related to merger                          350,360            --           --            --           350,360
                                                         ------------   -----------   ----------   -----------   ---------------

                Net (loss)

                  from continuing operations              (1,343,655)     (287,119)    (535,006)      (65,801)       (2,194,860)
                                                         ------------   -----------   ----------   -----------   ---------------


                        Net income (loss)                $(1,343,655)   $ (287,119)   $(535,006)   $  (65,801)   $   (2,194,860)
                                                         ============   ===========   ==========   ===========   ===============

       NET INCOME (LOSS) PER SHARE, BASIC AND DILUTED

                                                         $     (0.12)   $    (0.04)   $   (0.04)        (0.01)
                                                         =======================================   ============

       WEIGHTED AVERAGE NUMBER OF COMMON

           SHARES OUTSTANDING, BASIC AND DILUTED:         11,177,326     8,131,821    12,281,553    8,071,860
                                                         ============   ===========   ==========   ===========

</TABLE>

   The accompanying notes form an integral part of these financial statements

<PAGE>


                                 MEMS USA, INC.
                                 --------------
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      Six-Months Ended         From November 17,
                                                                          March 31,           2000 (inception) to
                                                                   2004            2003         March 31, 2004
                                                                 ----------      ---------     ----------------

<S>                                                            <C>              <C>             <C>
Cash flows provided by (used for) operating activities:
   Net Loss                                                    $(1,343,655)     $(287,119)      $ (2,194,860)
                                                                -----------      ---------       ------------

 Adjustments to reconcile net loss to net cash
   provided by (used for)  operating
   activities:
    Depreciation                                                    12,380          3,475             30,538
    Common stock issued for services                               433,360             --            620,960

 (Increase) decrease in assets:
     Contracts in progress                                          13,333             --            (56,667)
     Deposits                                                     (141,000)            --           (190,140)

 Increase (decrease) in liabilities:
    Accounts payable and accrued expenses                         (310,672)       191,117            237,649
    Deferred revenue                                                10,000             --             38,333
                                                                -----------      ---------       ------------

          Total adjustments                                         17,401        194,592            680,673
                                                                -----------      ---------       ------------

          Net cash used for operating activities                 (1,326,254)      (92,527)        (1,514,187)
                                                                -----------      ---------       ------------

Cash flows from investing activities:
 Purchase of fixed assets                                           (5,177)        (5,177)          (185,515)
                                                                -----------      ---------       ------------

          Net cash used for investing activities:                   (5,177)        (5,177)          (185,515)
                                                                -----------      ---------       ------------

Cash flows from financing activities:
 Decrease in subscriptions receivable                               50,300             --                  -
 Common stock issued for cash                                    1,369,787         98,000          1,801,350
                                                                -----------      ---------       ------------

          Net cash flows provided by financing activities:       1,420,087         98,000          1,801,350
                                                                -----------      ---------       ------------

Net Increase  in cash and cash
 equivalents during the period                                      88,656            296            101,648

Cash and cash equivalents, beginning of period                      12,992         43,147                 --
                                                                -----------      ---------       ------------

Cash and cash equivalents, end of period                       $   101,648      $  43,443       $    101,648
                                                                ===========      =========       ============

Supplemental disclosure of cash flow information:

 Income taxes paid                                             $        --      $      --        $        --
                                                                ===========      =========       ============
 Interest paid                                                 $        --      $      --        $        --
                                                                ===========      =========       ============

Supplemtental disclosure of non-cash financing activities:

 Common stock issued for services                              $   433,360                      $    620,960
                                                                ===========      =========       ============
 Dividends accrued                                             $     6,100      $   6,100       $      6,100
                                                                ===========      =========       ============
 Issuance of Series A preferred stock in satisfaction
 of accrued salaries                                           $                                $    228,250
                                                                ===========      =========       ============
</TABLE>

   The accompanying notes form an integral part of these financial statements

<PAGE>
The  following  should  be read in  conjunction  with the  Conmpany's  financial
statments and the notes thereto contained elsewhere in this filing

CAUTIONARY STATMENT REGARDING FORWARD LOOKING STATEMENTS

With the  exception of  historical  matters,  the matters  discussed  herein are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include,  but are not limited to, statements  concerning  anticipated
trends  in  revenues  and net  income,  projections  concerning  operations  and
available cash flow. The Company's  actual results could differ  materially from
the  results  discussed  in  such  forward-looking   statements.  The  following
discussion of the Company's financial condition and results of operations should
be read in conjunction with the Company's  financial  statements and the related
notes thereto appearing elsewhere herein.

The Company wishes to caution investors that any forward-looking statements made
by or on behalf of the Company are subject to  uncertainties  and other  factors
that could cause actual results to differ materially from such statements. These
uncertainties and other factors include, but are not limited to the Risk Factors
listed  below  (many of which have been  discussed  in prior SEC  filings by the
Company).  Though  the  Company  has  attempted  to list  comprehensively  these
important  factors,  the Company wishes to caution  investors that other factors
could in the future prove to be important in affecting the Company's  results of
operations.  New  factors  emerge from time to time and it is not  possible  for
management to predict all of such factors,  nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors,  may cause actual results to differ  materially from those contained in
any forward-looking statements.

Readers  are   further   cautioned   not  to  place   undue   reliance  on  such
forward-looking  statements as they speak only of the Company's  views as of the
date the  statement was made.  The Company  undertakes no obligation to publicly
update or revise any  forward-  looking  statements,  whether as a result of new
information, future events or otherwise.

<PAGE>


                                 MEMS USA, INC.
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              SIX MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)

         (1) NATURE OF BUSINESS:

                  MEMS USA,  Inc.  (the  "Company")  is currently a  development
                  stage company  under the  provisions of Statement of Financial
                  Accounting  Standards ("SFAS") No. 7 "Accounting and Reporting
                  by Development Stage  Enterprises" and was incorporated  under
                  the laws of the State of California on November 17, 2000.  The
                  Company  is in the  business  of  providing  Micro  Electrical
                  Mechanical  Solutions  for major  scientific  and  engineering
                  companies,   using  existing   technology  and  patent  rights
                  furnished by the customers.  The Company designs and engineers
                  prototypes   and   manufactures   products   and  systems  for
                  distribution by the customer.

                  The accompanying  unaudited  consolidated financial statements
                  of MEMS USA,  Inc.,  (MEMS USA, Inc. - a Nevada "public shell"
                  company  "MEMS  NV" and its  subsidiary  MEMS  USA,  Inc.  - a
                  California  non-public  corporation "MEMS CA" together),  "The
                  Company"  have been  prepared in  conformity  with  accounting
                  principles  generally accepted in the United States of America
                  for interim financial information and with the instructions to
                  Form  10-QSB.  Accordingly,  they  do not  include  all of the
                  information  and footnotes  required by accounting  principles
                  generally  accepted  in  the  United  States  of  America  for
                  complete financial  statements.  In the opinion of management,
                  all  adjustments  considered  necessary for fair  presentation
                  have been included

         (2) EXCHANGE TRANSACTION:

                  On January 28, 2004 the  Registrant  entered into an Agreement
                  and Plan of  Reorganization  to acquire  all of the issued and
                  outstanding  common  stock of MEMS  USA,  Inc.  (a  California
                  Corporation  and private company "MEMS CA in echange for up to
                  10,000,000  shares  (post  split)  of the  registrants  common
                  stock.  Each of MEMS CA's  outstanding  common  shares will be
                  converted into 1.7125634  shares of MEMS NV (formerly known as
                  Lumalite Holdings,  Inc a public company with 3,385,779 shares
                  outstanding prior to the  transaction),  subject to adjustment
                  for the elimination of fractional shares. No fractional shares
                  were  issued.  Instead,  cash  equal  to  $2.50  per  share of
                  eliminated fractional shares will be paid to the stockholders.
                  At the closing,  MEMS CA became a wholly-owned  subsidiary and
                  the MEMS CA stockholders were issued 10,000,000 shares, owning
                  approximately 80% of the outstanding  common stock.  Since the
                  former   stockholders   of  MEMS  CA  became  the  controlling
                  shareholders  of the  company  after the  transaction,  it was
                  accounted for as an  acquisition  of MEMS NV by MEMS CA, using
                  reverse merger accounting.

         (3) STOCK SPLIT:

                  In connection with the  aforementioned  exchange  transaction,
                  the  Company  effected a  1.7125634  to one stock  split.  The
                  retroactive  effect of the split has been made for all periods
                  presented.

<PAGE>

         (4) INTERIM FINANCIAL STATEMENTS:

                  The accompanying  unaudited  financial  statements for the six
                  months ended March 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,  2003,  to be  included  in an
                  amendment to the company's Form 8-K.

         (5) GOING CONCERN CONSIDERATION:

                  As discussed  above  (Nature of  Business),  the  accompanying
                  financial  statements  have been prepared in  conformity  with
                  accounting  principles generally accepted in the United States
                  of America, which contemplate continuation of the Company as a
                  going concern. The Company's primary operations and sources of
                  revenue are currently being developed. MEMS CA revenue streams
                  have been established,  yet as a development stage enterprise,
                  these  streams   remain  to  be  classified  as   consistently
                  substantial on an ongoing basis.  This  characteristic  raises
                  doubt  about the  Company's  ability  to  continue  as a going
                  concern.   The   financial   statements  do  not  include  any
                  adjustments relating to the recover ability and classification
                  of recorded asset amounts,  or amounts and  classification  of
                  liabilities  that might be  necessary,  should the  Company be
                  unable to continue as a going concern.

                  The Company has undergone a merger and plan of reorganization,
                  obtaining all outstanding shares of MEMS CA as of February 18,
                  2004.  MEMS NV exchanged  10,000,000  shares of MEMS NV common
                  stock for all of the outstanding common and preferred stock of
                  MEMS CA. Management plans to issue remaining shares of MEMS NV
                  through syndicators and investment bankers in order to provide
                  financing for ongoing operations.  During the six months ended
                  March  31,   2004,   the  Company   generated   common   stock
                  subscription  totaling  $989,500.  The funds for these  shares
                  have been  collected  and the shares  will be issued  upon the
                  closing of the current offering.

         (6) PRIVATE PLACEMENT OF SECURITIES:

                  In  connection  with a private  placement of securities in the
                  quarter ended March 31, 2004,  the Company  received  $989,500
                  for the sale of its shares in a private offering  transaction.
                  The  transaction  provides for the sale of up to $1,500,000 in
                  shares of the Company's  unregistered  common stock, $.001 par
                  value per share,  in minimum  investment  amounts of  $10,000,
                  sold to accredited investors within the meaning of Rule 501(a)
                  of regulation D of the Securities Act of 1933. The shares will
                  be priced at a 30% discount  from the closing  price posted on
                  the OTCBB on the day that the investment amount is received by
                  the Company.


<PAGE>

         (6) PRIVATE PLACEMENT OF SECURITIES, CONTINUED:

                  As the shares  related to the $989,500  receipts  have not yet
                  been  issued the amounts are  classified  in the  accompanying
                  balance sheet as a liability to be satisfied  through issuance
                  of shares.

<PAGE>

Item 1 - FINANCIAL STATEMENTS PER REGULATION S-B
                  Attached to following page

         Note:  Additional  Financial  Statements  required for Entity  Acquired
         pursuant to Regulation S-B, section 228.310 are included in Exhibits as
         indicated in Item 6.


Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

(a) Plan of Operation

(i) The  Company can satisfy  its cash  requirements  and will raise  additional
funds in the next twelve months through the issuance of common stock.

(ii)  Please  refer  to  form 8 - K  filed  with  the  Securities  and  Exchange
Commission  on  February  18,  2004,   which  discusses   product  research  and
development  and other  relevant  business  plans  for the term,  as well as the
overall nature of business for MEMS USA, INC.

(b)(1)   Micro-Electro-Mechanical-Systems  (MEMS)  technology  is  a  developing
technology  integrating  electronics  with miniature  devices designed to assist
companies  seeking to monitor and improve  various aspects within the production
process. By improving, and in some cases developing, the monitoring processes of
temperature,  pressure,  flow rate,  particle count,  conductivity,  PH/acidity,
lubricity,  viscosity,  and  pressure  differential,  MEMS USA,  INC  intends to
transform the  production  processes for many companies by allowing them to more
effectively  monitor the  development  of critical  business  assets and to more
efficiently  implement the utilization of valuable production  resources.  Oil &
gas  companies,  (exploring  and  developing),   Pharmaceutical  companies,  the
Food/Beverage  industry and even Car rental enterprises could potentially obtain
significant  and  substantial  savings by investing,  today,  in the  production
processes of tomorrow.

The Company's  primary  operations are carried out at the subsidiary  level. The
subsidiary, as a

<PAGE>

development  stage  company,  is pursuing  several  activities to establish core
revenue  generating  sources:  selling  products  and systems  developed  by and
manufactured  for MEMS USA,  obtaining  revenue  from  products and systems on a
contract   basis,    developing   and   out-licensing    Intellectual   Property
internationally,   increasing  Principal  Investigator  Contracts  that  provide
product  development   revenues  from  private  and  publicly  funded  projects,
developing   the   operations  as  a  Center  of  Excellence  in  its  areas  of
technological  expertise.  Success  of the  company  will be  determined  by its
ability to attract,  develop and then maintain  these  significant  core revenue
streams.

(2) Interim  Periods MEMS USA, INC divested  itself of a previous  subsidiary in
the same interim  reporting  period for the prior fiscal year. That  divestiture
produced both results from discontinued operations and a gain on the divestiture
of the  subsidiary  which are reflected on the  statement of operations  for the
interim  period in the prior fiscal year.  Now  divested  those  amounts are not
recurring  items and should be noted when  reviewing  the  relevant  comparative
statements of operation for the interim periods.

Item 3. - CONTROLS AND PROCEDURES

As of the date of this report, the Company carried out an evaluation,  under the
supervision and with the  participation of the Company's  management,  including
our  Chief  Executive   Officer  and  our  Chief  Financial   Officer,   of  the
effectiveness  of the design  and  operation  of our  "disclosure  controls  and
procedures" (as defined in  Rule12a-15(e)  under the Securities  Exchange Act of
1934, as amended).  Based upon that evaluation,  our Chief Executive Officer and
the Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that material  information relating to us and
our consolidated subsidiaries is recorded, processed, summarized and reported in
a timely manner.  Management will continue to review this matter with particular
emphasis  on  the  documentation  of  the  Company's   disclosure  controls  and
procedures.  There has been no change in the  Company's  internal  control  over
financial  reporting  that  occurred  during the last  fiscal  quarter  that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

Part II - OTHER INFORMATION

Item 6. - EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibit No. 1 Financial Statements required by Section 228.310
                  of the Act relating to Acquired  Entities for MEMS USA, INC (a
                  California  corporation).  Audited  for  previous  two  fiscal
                  years, and compiled for the quarter-ending

                  Exhibit No. 2 Financial Statements required by Section 228.310
                  of the Act relating to Acquired  Entities for MEMS USA, INC (a
                  California corporation). Compiled for the quarter-ending March
                  31, 2004.


<PAGE>

                  Exhibit No. 3  Certification  of Chief  Executive  Officer and
                  Chief   Financial   Officer   pursuant   to  Section   302  of
                  Sarbanes-Oxley Act of 2002.

                  Exhibit  No.  4  Certification  of  Chief  Executive   Officer
                  Pursuant to 18 U.S.C.  1350 As Adopted Pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002.

         (b)      Reports on Form 8-K

                  Forms 8-K were filed during the current reporting quarter. The
                  first,  on February 5, 2004 provided the company's  likelihood
                  of change of ownership  and intent to acquire the  outstanding
                  shares  of  MEMS  USA,  INC (a  California  corporation).  The
                  second, on February 25, 2004 reporting the consummation of the
                  reorganization and merger plan.  Financial Statements for this
                  quarter are submitted with this Form 10-QSB.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: May 14, 2004


                                            /s/ Lawrence Weisdorn
                                            ----------------------------
                                            Lawrence Weisdorn
                                            Chief Executive Officer
                                            Chief Financial Officer

EXHIBITS 1 - Financial Statements (Audited by Stonefield and Josephson, Inc.)
EXHIBITS 2 - Compiled Financial Statements as of March 31, 2004