SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report ~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~

~~SECURITIES~~The ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

~~DATE~~Date OFof ~~REPORT~~Report (~~DATE~~Date OFof ~~EARLIEST~~earliest ~~EVENT~~event ~~REPORTED~~reported): ~~AUGUST~~September 123, ~~2002~~ 2003

OSE USA, ~~Inc~~INC. ~~(Exact name of registrant as specified in charter)~~

Delaware		0-27712		77-0309372
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

2221 Oakland Road, San Jose, CA	95131
Delaware	000-27712	77-0309372
(Address of principal executive offices)	(Zip code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2223 Old Oakland Road

Oakland, California

95131-1402

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 321-3600

~~Item~~(Former ~~5. Other~~name ~~Events~~or former address, if changed since last report.)

OnItem ~~August 12, 2002, OSE USA Inc~~2. ~~(the~~Acquisition ~~“Company”)~~or ~~announced~~Disposition ~~the signing~~ of an agreement with its majority shareholder Orient Semiconductor Electronics, Ltd.(“OSE”) to rescind the payment to OSE of 26,344,391 shares previously distributed to OSE. as dividends on the Company’s Series A and Series B Preferred Stock. The obligation to pay the dividends, in the approximate amount of $1.6 million plus interest, will be recorded as a liability during the Company’s current quarter. Copies of the Company’s press release announcing the agreement, and the agreement, are attached as exhibits to this Form 8-K. Assets

On September 3, 2003, OSE USA, Inc. (the “Registrant” or “OSEU”) announced that it had entered into an Asset Purchase Agreement (the “Agreement”) with Integrated Packaging Assembly Corporation, a newly-formed California corporation (“IPAC”), for the sale to IPAC of the Registrant’s manufacturing business, including related equipment, inventory, books and records, permits and licenses, and intellectual property (together, the “Assets”).

IPAC is an independently owned corporation organized by Victor Batinovich, who was a co-founder of OSEU and its chief executive officer from 1992 to 1997. OSEU was originally organized as Integrated Packaging Assembly Corporation in California and reincorporated in Delaware under the same name prior to changing its name to OSE USA, Inc. in June 2001. Mr. Batinovich, IPAC and their affiliates have no current relationship with OSEU.

Pursuant to the Agreement, IPAC will acquire the Assets for a total of $1 million, including $500,000 in cash and a three-year secured note in the amount of $500,000. The price of the Assets and the manner of payment were determined in arm’s length negotiations between the parties and their representatives.

The Agreement is subject to certain conditions, including satisfactory arrangement with OSEU’s existing bank creditors for the release of existing liens, and the signing of new leases on OSEU’s existing headquarters facility. The parties intend that IPAC will take over and conduct OSEU’s former manufacturing operations in a portion of the leased premises and that OSEU will continue to conduct a manufactured chip distribution business in the remaining portion of the facility through its distribution subsidiary, OSE, Inc. No liabilities are to be assumed, and the Agreement contains other clauses and conditions customary for transactions of this type.

Copies of the Agreement and of the Registrant’s press release announcing the sale are filed with this report as Exhibits 99.1 and 99.2, respectively, and are incorporated in this item by reference.

Item 7.

Financial Statements and Exhibits

(cb) ~~Exhibits~~ Pro Forma Financial Information.

10.46		Exchange Agreement
99.1		Press release

The Unaudited Pro Forma Condensed Financial Information set forth below gives effect to the sale to IPAC of OSE USA, Inc’s manufacturing business as if the transaction had been consummated on June 29, 2003 for purposes of the balance sheet, and on January 1, 2002 for purposes of the statements of operations, subject to the assumptions and adjustments in the accompanying Notes to the Unaudited Pro Forma Combined Condensed Financial Information (the Notes).

~~SIGNATURE~~(c) Exhibits.

~~Pursuant~~2 ~~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.~~

~~OSE~~See ~~USA,~~the ~~Inc.~~Index ~~By:~~of ~~/s/~~Exhibits, ~~EDMOND~~which ~~TSENG~~is ~~Edmond~~incorporated ~~Tseng~~here ~~Chief~~by ~~Executive~~reference. ~~Officer~~

~~Dated:~~SIGNATURES ~~August 12, 2002~~

~~INDEX~~Pursuant TOto ~~EXHIBITS~~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.

Exhibit Number	Description
		OSE USA, INC. (Registrant)
10.46	Exchange Agreement
Date: September 16, 2003		By:	/s/ EDMOND TSENG
99.1	Press release (August 12, 2002)
			Edmond Tseng President and Chief Executive Officer

Exhibit Index

No.		Identity

99.1		Asset Purchase Agreement

99.2		Press Release

99.3		Pro Forma Financial Information

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