SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER 0-4846-3
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NOTIFICATION OF LATE FILING
(CHECK ONE): |_| FORM 10-K |_| FORM 11-K |_| FORM 20-F |X| FORM 10-Q
|_| FORM N-SAR
FOR PERIOD ENDED: DECEMBER 31, 2005
|_| TRANSITION REPORT ON FORM 10-K
|_| TRANSITION REPORT ON FORM 20-F
|_| TRANSITION REPORT ON FORM 11-K
|_| TRANSITION REPORT ON FORM 10-Q
|_| TRANSITION REPORT ON FORM N-SAR
FOR THE TRANSITION PERIOD ENDED:
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
IF THE NOTIFICATION RELATES TO A PORTION OF THE FILING CHECKED ABOVE,
IDENTIFY THE ITEM(S) TO WHICH THE NOTIFICATION RELATES:
PART I
REGISTRANT INFORMATION
MEMS USA, INC.
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FULL NAME OF REGISTRANT
CONSIL CORP.; CONSOLIDATED SILVER CORP.; LUMALITE HOLDINGS INC
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FORMER NAME IF APPLICABLE
5701 LINDERO CANYON RD., BLDG., 2-100, WESTLAKE VILLAGE, CA 91362
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
WESTLAKE VILLAGE, CA 91362
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CITY, STATE AND ZIP CODE
PART II
RULE 12B-25(B) AND (C)
IF THE SUBJECT REPORT COULD NOT BE FILED WITHOUT UNREASONABLE EFFORT OR EXPENSE
AND THE REGISTRANT SEEKS RELIEF PURSUANT TO RULE 12B-25(B), THE FOLLOWING SHOULD
BE COMPLETED. (CHECK BOX IF APPROPRIATE.)
(A) THE REASONS DESCRIBED IN REASONABLE DETAIL IN PART III
OF THIS FORM COULD NOT BE ELIMINATED WITHOUT
UNREASONABLE EFFORT OR EXPENSE;
(B) THE SUBJECT ANNUAL REPORT, SEMI-ANNUAL REPORT,
TRANSITION REPORT ON FORM 10-K, FORM 20-F, FORM 11-K OR
FORM N-SAR, OR PORTION THEREOF WILL BE FILED ON OR
|X| BEFORE THE 15TH CALENDAR DAY FOLLOWING THE PRESCRIBED
DUE DATE; OR THE SUBJECT QUARTERLY REPORT OR TRANSITION
REPORT ON FORM 10-Q, OR PORTION THEREOF WILL BE FILED ON
OR BEFORE THE FIFTH CALENDAR DAY FOLLOWING THE
PRESCRIBED DUE DATE; AND
(C) THE ACCOUNTANT'S STATEMENT OR OTHER EXHIBIT REQUIRED BY
RULE 12B-25(C) HAS BEEN ATTACHED IF APPLICABLE.
PART III
NARRATIVE
STATE BELOW IN REASONABLE DETAIL WHY THE FORM 10-K, 11-K, 20-F 10-Q, N-SAR OR
THE TRANSITION REPORT PORTION THEREOF COULD NOT BE FILED WITHIN THE PRESCRIBED
TIME PERIOD. (ATTACH EXTRA SHEETS IF NEEDED.)
THE COMPANY HAS BEEN UNABLE TO MEET ITS FEBRUARY 14, 2006 FILING DEADLINE FOR
ITS' FORM 10-QSB DUE TO UNANTICIPATED DELAYS GENERATED BY CONSOLIDATING THE
FINANCIAL RESULTS FOR REGISTRANT, ITS' CALIFORNIA SUBSIDIARY AND ITS' TEXAS
SUBSIDIARIES, WITHOUT INCURRING UNREASONABLE EFFORT AND EXPENSE.
MANAGEMENT EXPECTS THAT SUCH FINANCIAL STATEMENTS WILL BE COMPLETED AND FORM
10-QSB WILL BE FILED WITHIN THE 5 DAY EXTENSION PERIOD ENDING FEBRUARY 19, 2006.
PART IV
OTHER INFORMATION
(1) NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS
NOTIFICATION
RICHARD YORK (818) 735-4750
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(NAME) (AREA CODE) (TELEPHONE NUMBER)
(2) HAVE ALL OTHER PERIODIC REPORTS REQUIRED UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 OR SECTION 30 OF THE INVESTMENT COMPANY
ACT OF 1940 DURING THE PRECEDING 12 MONTHS OR FOR SUCH SHORTER PERIOD THAT
THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S) BEEN FILED? IF THE
ANSWER IS NO, IDENTIFY REPORT(S).
|X| YES |_| NO
(3) IS IT ANTICIPATED THAT ANY SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS
FROM THE CORRESPONDING PERIOD FOR THE LAST FISCAL YEAR WILL BE REFLECTED
BY THE EARNINGS STATEMENTS TO BE INCLUDED IN THE SUBJECT REPORT OR PORTION
THEREOF?
| | YES |X| NO
IF SO: ATTACH AN EXPLANATION OF THE ANTICIPATED CHANGE, BOTH NARRATIVELY AND
QUANTITATIVELY, AND, IF APPROPRIATE, STATE THE REASONS WHY A REASONABLE ESTIMATE
OF THE RESULTS CANNOT BE MADE.
MEMS USA, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
HAS CAUSED THIS NOTIFICATION TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
DATE 2/14/06 BY /S/ RICHARD W. YORK, CFO
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RICHARD W. YORK, CFO
INSTRUCTION: THE FORM MAY BE SIGNED BY AN EXECUTIVE OFFICER OF THE
REGISTRANT OR BY ANY OTHER DULY AUTHORIZED REPRESENTATIVE. THE NAME AND
TITLE OF THE PERSON SIGNING THE FORM SHALL BE TYPED OR PRINTED BENEATH THE
SIGNATURE. IF THE STATEMENT IS SIGNED ON BEHALF OF THE REGISTRANT BY AN
AUTHORIZED REPRESENTATIVE (OTHER THAN AN EXECUTIVE OFFICER), EVIDENCE OF
THE REPRESENTATIVE'S AUTHORITY TO SIGN ON BEHALF OF THE REGISTRANT SHALL
BE FILED WITH THE FORM.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. THIS FORM IS REQUIRED BY RULE 12B-25 OF THE GENERAL RULES AND
REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934.
2. ONE SIGNED ORIGINAL AND FOUR CONFORMED COPIES OF THIS FORM AND
AMENDMENTS THERETO MUST BE COMPLETED AND FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WASHINGTON, D.C. 20549, IN ACCORDANCE WITH RULE 0-3 OF THE GENERAL
RULES AND REGULATIONS UNDER THE ACT. THE INFORMATION CONTAINED IN OR FILED WITH
THE FORM WILL BE MADE A MATTER OF PUBLIC RECORD IN THE COMMISSION FILES.
3. A MANUALLY SIGNED COPY OF THE FORM AND AMENDMENTS THERETO SHALL BE
FILED WITH EACH NATIONAL SECURITIES EXCHANGE ON WHICH ANY CLASS OF SECURITIES OF
THE REGISTRANT IS REGISTERED.
4. AMENDMENTS TO THE NOTIFICATIONS MUST ALSO BE FILED ON FORM 12B-25 BUT
NEED NOT RESTATE INFORMATION THAT HAS BEEN CORRECTLY FURNISHED. THE FORM SHALL
BE CLEARLY IDENTIFIED AS AN AMENDED NOTIFICATION.
5. ELECTRONIC FILERS. THIS FORM SHALL NOT BE USED BY ELECTRONIC FILERS
UNABLE TO TIMELY FILE A REPORT SOLELY DUE TO ELECTRONIC DIFFICULTIES. FILERS
UNABLE TO SUBMIT A REPORT WITHIN THE TIME PERIOD PRESCRIBED DUE TO DIFFICULTIES
IN ELECTRONIC FILING SHOULD COMPLY WITH EITHER RULE 201 OR RULE 202 OF
REGULATION S-T OR APPLY FOR AN ADJUSTMENT IN FILING DATE PURSUANT TO RULE 13(B)
OF REGULATION S-T.