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: June 20, 2005
MEMS
USA, INC.
(Formerly
Lumalite Holdings, Inc.)
(Exact
name of registrant as specified in charter)
Nevada
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0-4846-3
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82-0288840
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(State
or other jurisdiction
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(Commission
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(IRS
employer
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of
incorporation)
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file
number)
|
identification
no.)
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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
4.01(a) Change in Registrant’s Certifying Accountant
(a)
Previous Independent Accountant
(i)
On
June
20, 2005, Registrant received a letter, dated June 17, 2005 from Stonefield
Josephson, Inc., its principal independent accountant
(“Stonefield”), informing Registrant that the client-auditor relationship
between Registrant and Stonefield had ceased. Stonefield’s resignation from its
engagement as Registrant’s certifying accountant shall be effective as of the
completion of Stonefield’s Independent Auditors’ Report on the financial
statements of Bott Equipment Company, Inc., a Texas corporation, and Gulfgate
Equipment, Inc., a Texas corporation, each of which are subsidiaries of
Registrant which were acquired by Registrant subsequent to September 30,
2004.
Stonefield shall not perform auditing or other services for Registrant other
than the completion of its report on these subsidiaries.
(ii) Stonefield
reported on Registrant’s financial statements for the years ended September 30,
2004 and 2003. Their opinion did not contain an adverse opinion or a disclaimer
of opinion, and was not qualified as to uncertainty, audit scope, or accounting
principles. It was modified as to a going concern.
(ii)
During
the Company's most recent full fiscal years ended September 30, 2004 and
2003,
there were no disagreements
with Stonefield on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements,
if
not resolved to the satisfaction of SJ, would have caused them to make reference
to the subject matter of such disagreements in connection with their reports;
and there were no reportable events, as listed in Item Item 304(a)(1)(v)
of
Regulation S-K.
(iii)
Registrant
has provided Stonefield with a copy of these disclosures.
(b)
New Independent Accountants.
The
Company engaged Kabani & Company, Inc. ("Kabani") to act as its independent
auditors, effective June 20, 2005. During the Company's two most recent fiscal
years and any subsequent interim period prior to engaging Kabani, the Company
has not consulted Kabani regarding either: (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type
of audit opinion that might be rendered on the Company's financial statements,
and Kabani did not provide either a written report or oral advice to the
Company
that Kabani concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting
issue;
or (ii) any matter that was either the subject of a disagreement or a reportable
event, each as defined in Item 304 of Regulation S-K.
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:
June 24, 2005 |
By: |
/s/ Richard
York |
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Richard
York, CFO |
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