UNITED STATES
                       SECURITIES 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: June 30, 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

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                                 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 (June 30, 2004)     13,385,779 shares
                                                           ----------

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

                                 MEMS USA, INC.
                                 AND SUBSIDIARY
                       FOR THE THREE AND NINE MONTHS ENDED
                                  JUNE 30, 2004

                                                                          Page
                                                                          Number
                                                                          ------

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets as of June 30, 2004 (unaudited)      3

         Consolidated Statements of Income for the three and
           nine months ended June 30, 2004 and
           June 30, 2003 (Unaudited)                                      4

         Consolidated Statements of Cash Flows for the nine months
           ended June 30, 2004 and June 30, 2003 (Unaudited)              5

         Notes to Unaudited Consolidated Financial Statements             6

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                            9

Item 3.  Controls and Procedures                                          11

PART II  OTHER INFORMATION                                                12

Item 1.  Legal Proceedings                                                12

Item 2.  Changes in Securities, Use of Proceeds and Issuer
           Purchases of Equity Securities                                 12

Item 3.  Defaults Upon Senior Securities                                  12

Item 4.  Submission of Matters to Vote of Security Holders                12

Item 5.  Other Information                                                12


                                       1
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K                                 12

SIGNATURES                                                                13


                                       2
<PAGE>

Part I - FINANCIAL INFORMATION

                                 MEMS USA, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                  June 30, 2004

                                                                    (Unaudited)
                                                                      June 30
                                                                       2004
                                                                    -----------
              ASSETS

Current Assets:
  Cash and cash equivalents                                         $    58,272
  Joint venture investment                                                  350
  Contracts in progress, net of reserves                                    257
                                                                    -----------

              Total current assets                                       58,879
                                                                    -----------


Property and equipment, net                                             228,423
Deposits                                                                343,880
                                                                    -----------

                 Total assets                                       $   631,182
                                                                    ===========


              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable and accrued expenses                             $   151,152
  Liability to be satisfied through the issuance of shares            1,874,080
                                                                    -----------

              Total current liabilities                               2,025,232
                                                                    -----------


Stockholders' Deficit:
  Convertible preferred stock, Series A, $.001 par value,
   1,200,000 authorized, none issued and outstanding
  Common stock, par value $.001 per share,
   100,000,000 authorized, 13,385,779 shares issued and
   outstanding                                                           13,386
  Stock subscriptions receivable                                         (2,249)
  Additional paid in capital                                          1,419,424
  Accumulated deficit during development stage                       (2,824,611)
                                                                    -----------

              Total stockholders' deficit                            (1,394,050)
                                                                    -----------

                                                                    $   631,182
                                                                    ===========


                                       3
<PAGE>

                                 MEMS USA, INC.
                                 --------------
                          (A Development Stage Company)

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (ACCUMULATED DEFICIT)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Nine-Months Ended  Nine-Months Ended   Three-Months Ended   Three-Months Ended
                                                         June 30            June 30             June 30              June 30
                                                          2004                2003                2004                2003
                                                   --------------------------------------------------------------------------------
<S>                                                 <C>                          <C>                <C>                   <C>
CONTINUING OPERATIONS:

Revenues:
  Contract revenue                                              95,350                                  95,350

Costs:
  Contract costs                                    $          495,931                                 280,952
  General and administrative expenses                        1,174,712            126,401              444,149              68,007
  Expenses related to merger                                   350,360
                                                   --------------------------------------------------------------------------------

             Net income (loss)
               from continuing operations                   (1,926,003)          (126,401)            (629,751)            (68,007)
                                                   --------------------------------------------------------------------------------


Retained earnings (accumulated deficit),
   beginning of period                                        (898,958)          (201,677)          (2,194,860)           (260,071)
                                                   --------------------------------------------------------------------------------

Retained earnings (accumulated deficit),
   end of period                                    $       (2,824,611)          (328,078)          (2,824,611)           (328,078)
                                                   ================================================================================

Net income (loss) per share:

Net Income (loss) per share, basic and diluted      $            (0.16)             (0.02)               (0.05)              (0.01)
                                                   ================================================================================

Weighted average number of common
    shares outstanding, basic:                              11,913,477          8,118,778           13,385,779           8,212,099
                                                   ================================================================================

<CAPTION>
                                                    From November 17,
                                                    2000 (inception) to
                                                      June 30, 2004
                                                    -------------------
<S>                                                  <C>
CONTINUING OPERATIONS:

Revenues:
  Contract Income                                               95,350

Costs:
  Contract costs                                     $         514,338
  General and administrative expenses                        2,055,263
  Expenses related to merger                                   350,360
                                                   --------------------

             Net income (loss)
               from continuing operations                   (2,824,611)
                                                   --------------------


Retained earnings (accumulated deficit),
   beginning of period                                               0
                                                    -------------------

Retained earnings (accumulated deficit),
   end of period                                     $      (2,824,611)
                                                    ===================
</TABLE>


                                       4
<PAGE>

                                 MEMS USA, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                   From
                                                                  Nine-Months Ended     Nine-Months Ended   November 17, 2000
                                                                       June 30              June 30          (inception) to
                                                                         2004                 2003           June 30, 2004
                                                                ----------------------------------------  --------------------
<S>                                                                   <C>                    <C>              <C>
Cash flows provided by (used for) operating activities:
   Net Loss                                                           $(1,926,003)           (126,401)        $(2,824,611)
                                                                      -------------------------------         -----------

 Adjustments to reconcile net loss to net cash
   provided by (used for) operating activities:
    Depreciation                                                           30,268                                  44,168
    Common stock issued for services                                      350,360                                 748,610

 (Increase) decrease in assets:
     Contracts in progress                                                156,493                                  86,143
     Joint Venture investment                                                (350)                                   (350)
     Deposits                                                            (294,740)            (49,140)           (343,880)

 Increase (decrease) in liabilities:
    Accounts payable and accrued expenses                                 (59,444)                                 25,050
    Accrued salaries                                                     (161,695)
    Payroll taxes payable                                                  52,220                                  99,013
    Liability for stock subscribed                                      1,874,080                               1,874,080
    Accrued interest payable                                                                                       20,989
    Dividends payable                                                                                               6,100
    Increase in loan payable                                                                   77,500
    Deferred revenue                                                      (28,333)             28,333
                                                                      -------------------------------         -----------
         Total adjustments                                              1,918,859              56,693           2,559,923

         Net cash provided by (used for) operating activities              (7,144)            (69,708)           (264,688)

Cash flows from investing activities:
 Purchase of fixed assets                                                 (97,297)            (53,194)           (272,591)
 Loss on discontinued operations
                                                                      -------------------------------         -----------
         Net cash provided by (used for) investing activities:            (97,297)            (53,194)           (272,591)

Cash flows from financing activities:
 Increase in subscriptions receivable                                        (151)              3,700              (2,249)
 Dividends
 Issuance of preferred and common stock                                   139,251             145,500             597,800
                                                                      -------------------------------         -----------
         Net cash flows provided by (used for) financing
            activities:                                                   139,100             149,200             595,551

Net Increase (decrease) in cash and cash
 equivalents during the period                                             34,659              26,298              58,272

Cash and cash equivalents, beginning of period                             23,613               2,500                   0
                                                                      -------------------------------         -----------

Cash and cash equivalents, end of period                                   58,272              28,798         $    58,272
                                                                      ===============================         ===========

Supplemental disclosure of cash flow information:
 Income taxes paid                                                    $        --                             $        --
                                                                      ===============================         ===========
 Interest paid                                                        $        --                             $        --
                                                                      ===============================         ===========

Supplemental disclosure of non-cash financing activities:
 Common stock issued for services                                     $   350,360                             $   748,610
                                                                      ===========                             ===========
 Dividends accrued                                                    $        --                             $        --
                                                                      ===========                             ===========
 Stock issued in exchange for subscriptions receivable                $        --                             $        --
                                                                      ===========                             ===========
 Issuance of Series A preferred stock in satisfaction                 $   228,250                             $   228,250
                                                                      ===========                             ===========
</TABLE>


                                       5
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              NINE MONTHS ENDED JUNE 30, 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 exchange for up to 10,000,000 shares (post split) of the registrant's
      common stock. Each of MEMS CA's outstanding common shares were 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 stockholders 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 Exchange:

      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.


                                       6
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              NINE MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED)

(4)   Interim Financial Statements:

      The accompanying unaudited financial statements for the nine months ended
      June 30, 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 recoverability
      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
      nine months ended June 30, 2004, the Company generated common stock
      subscriptions totaling $1,874,080. 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
      June 30, 2004, the Company received $1,874,080 for the sale of its shares
      in a private offering transaction. The transaction originally provided for
      the sale of up to $1,500,000 (subsequently increased by consent of MEMS'
      board) 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.


                                       7
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              NINE MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED)

(6)   Private Placement of Securities, Continued:

      As the shares related to the $1,874,080 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. On July 13, 2004,
      the unregistered shares of common stock were issued.


                                       8
<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

The following should be read in conjunction with the Company's financial
statements and the notes thereto contained elsewhere in this filing.

Cautionary Statement 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 Compny undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.


                                       9
<PAGE>

(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, Food and
Beverage concerns 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 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, and
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.

(b) Comparative Analysis

Revenues

We are a development stage company. There were job contracts generating revenues
of $95,000. Costs exceeded job-revenues, therefore, revenues are shown as
contract revenues and the costs of the contracts are shown as contract in the
statement of operations.

Contract Costs

The completion of two job contracts resulted in significantly higher contract
costs than had been reported in previous periods.


                                       10
<PAGE>

General and Administrative Expenses

General and administrative expenses increased in the current reporting periods
due to additional staffing expansions, consulting required on various projects,
and increased professional fees related to further stock offerings.

Expenses Related to Merger

Merger related expenses were incurred in the current reporting period as
compensation to brokers and securities firms actively engaged in promoting
corporate stock, resulting from a merger with a corporate entity (formerly
Lumalite, Inc.).

Liquidity and Capital Resources

The company continues to seek and establish an ongoing source of substantial
revenues. Currently, as a development stage enterprise, the operations of the
company are being financed by the issuance of corporate stock. Recent
developments in the company's support operations for the oil and gas industry
plan to be indicative of primary revenue streams. Company stock prices remain
steady and appear to sufficiently be able to support company operations until
ongoing revenue streams can be further developed and maintained.

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.


                                       11
<PAGE>

Part II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS                                                  NONE

Item 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND
           ISSUER PURCHASES OF EQUITY SECURITIES                            NONE

Item 3.  DEFAULTS UPON SENIOR SECURITIES                                    NONE

Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS                NONE

Item 5.  OTHER INFORMATION                                                  NONE

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

      (1)   Exhibits

            Exhibit No. 1 Certification of Chief Executive Officer and Chief
            Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of
            2002.

            Exhibit No. 2 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
            filings provided the company's likelihood of change of ownership and
            intent to acquire the outstanding shares of MEMS USA, INC (a
            California corporation), and the consummation of the reorganization
            and merger plan. Financial Statements for this quarter are submitted
            with this Form 10-QSB.


                                       12
<PAGE>

                                   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: August 6, 2004

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


                                       13