SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
earliest event reported: April 25, 2005
MEMS
USA, INC.
(Formerly
Lumalite Holdings, Inc.)
(Exact
name of registrant as specified in charter)
|
Nevada |
0-4846-3 |
82-0288840 |
|
(State
or other jurisdiction |
(Commission |
(IRS
employer |
|
of
incorporation) |
file
number) |
identification
no.) |
5701
Lindero Canyon Rd., #2-100
Westlake
Village, CA 91362
(Address
of Principal Executive Offices)
Registrant's
telephone number, including area code (818) 735-4750
Item
1.01 Entry Into a Material Definitive Agreement
On April
25, 2005, Registrant entered into an agreement with Accelon Energy System, Inc.,
a Canadian Corporation (“Accelon”), and Can-Am Ethanol One, Inc., a Canadian
Corporation (“Can-Am”), confirming and setting forth in greater detail the
rights and obligations of Registrant and Accelon with respect to Can-Am (the
“Agreement”).
The
cooperation between Registrant and Accelon regarding Can-Am began in late 2004
when Accelon and Registrant agreed to form Can-Am as a Canadian entity chartered
to acquire land, engineer, design, procure, build, own, commission, operate and
maintain one or more wood-waste-to-ethanol conversion plants in Canada. Can-Am
is 49.3% owned by Registrant, and two directors appointed by Registrant sit on
Can-Am's four member board of directors. Registrant has performed certain
services for Can-Am since January 1, 2005 (the “Effective Date”) in anticipation
of the negotiation and finalization of the Agreement.
Pursuant
to Exhibit “A” of the Agreement (Scope of Work), Registrant is responsible for
the engineering, design and commissioning of the process technologies for a
biomass to ethanol production facility (the “Plant”) capable of converting
approximately 800 dry tons of wood waste per day to ethanol. This includes
providing Can-Am with engineering and business assessments of existing biomass
to ethanol technologies, selecting the optimal process technologies, designing,
engineering and commissioning the processing components required by the Plant,
managing the supply and manufacturing contracts required for the supply and
manufacturing of the processing components for the Plant, overseeing a quality
assurance program for the manufacturing and fabrication of the required
components in the process, and providing post construction plant operations
analyses and process/equipment design improvements.
Pursuant
to Exhibit “A” of the Agreement, Accelon is responsible for the construction
management, land procurement, permitting, local zoning, developing a long term
supply of biomass materials, designing and selecting of the material handling
equipment, and conducting the initial operations of the Plant.
The
Agreement is effective retroactive to the Effective Date, and shall continue
until all the work provided for in Exhibit “A” of the Agreement, together with
any written modifications thereof, is completed. However, Registrant’s and
Accelon’s responsibility for continuing any work under the Agreement is
contingent upon Can-Am obtaining sufficient capital or other resources to pay
for such work. Can-Am presently lacks sufficient capital or other resources to
pay for Registrant’s and Accelon’s services under the Agreement, and if Can-Am
is unable to obtain such funding on or before June 1, 2005, the Agreement shall
expire on its own terms.
If the
funding is obtained, Can-Am will pay Registrant a retainer of $100,000 per
month, and Accelon a retainer of $60,000 per month, which retainers will be
credited against the charges for work performed for Can-Am by Registrant and
Accelon in that monthly period,. Registrant and Accelon will bill Can-Am on an
hourly basis for work done by their employees and certain subcontractors under
the Agreement. Registrant and Accelon will be entitled to mark up by five per
cent (5%) the cumulative total of these hourly charges as overhead charges, and
to mark up by an additional ten per cent (10%) the total of the hourly charges
and overhead as profit. For those invoices for expenses incurred on Can-Am’s
behalf, Registrant and Accelon will be entitled to the overhead charge, but not
to the additional mark up for profit.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MEMS USA,
INC. |
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| Date: April 28,
2005 |
By: |
/s/ Lawrence
Weisdorn |
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Lawrence Weisdorn,
CFO |