SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report ~~Pursuant to Section 13 or 15(d) of~~

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~April 315, ~~2003~~2004

OSE USA, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-27712

77-0309372

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2223 Old Oakland Road Oakland, California		95131-1402
2223 Old Oakland Road San Jose, California		95131-1402
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) ~~321~~383-~~3600~~0818

(Former name or former address, if changed since last report.)

Item 2.5 ~~Acquisition~~Other orEvents ~~Disposition~~and ofRegulation ~~Assets~~FD Disclosure

On ~~September~~April 315, ~~2003~~2004, ~~OSE USA, Inc. (~~the ~~“Registrant”~~Company ~~or “OSEU”)~~ announced ~~that it had entered into an Asset Purchase Agreement (~~the ~~“Agreement”)~~ ~~with~~hiring ~~Integrated~~of ~~Packaging~~Steve ~~Assembly~~Lerner ~~Corporation,~~as aPresident. ~~newly-formed~~A ~~California~~copy ~~corporation (“IPAC”), for the sale to IPAC~~ of the ~~Registrant~~Company’s ~~manufacturing~~press ~~business,~~release is ~~including~~attached ~~related~~as ~~equipment,~~Exhibit ~~inventory,~~99.1 ~~books~~ and ~~records,~~ ~~permits~~is ~~and~~incorporated ~~licenses,~~here ~~and~~by ~~intellectual property (together, the “Assets”)~~reference.

~~IPAC~~Mr. Lerner is the founder and president of GigaSys Corporation, Carlisle, Massachusetts, an ~~independently~~advanced ~~owned~~semiconductor ~~corporation~~packaging ~~organized~~firm byspecializing ~~Victor~~in ~~Batinovich~~System-in-Package solutions and supplier related management services, ~~who~~including ~~was~~quality systems audits, process development, equipment procurement, strategic alliances and supply chain management. He is a ~~co-founder~~recognized ofauthority ~~OSEU~~in microelectronics packaging and ~~its~~test ~~chief~~foundry ~~executive~~services ~~officer~~with ~~from~~significant ~~1992~~international experience in both S.E. Asia and Europe. Prior to ~~1997~~his association with GigaSys Corporation, Mr. ~~OSEU~~Lerner was ~~originally~~CEO ~~organized~~and asfounder ~~Integrated~~of ~~Packaging~~CS2, ~~Assembly Corporation~~a inBelgian ~~California~~component contract test and ~~reincorporated~~assembly company, and Managing Director of Amkor/Anam Euroservices in ~~Delaware~~France, ~~under~~and has held several other senior management positions within the ~~same~~SATS ~~name~~industry. ~~prior~~He tois ~~changing~~a ~~its~~graduate ~~name~~(BSME) toof ~~OSE~~the ~~USA,~~State ~~Inc.~~University inof ~~June~~New ~~2001.~~York ~~Mr.~~at ~~Batinovich~~Stony Brook, ~~IPAC~~the holder of several United States patents, and ~~their~~a ~~affiliates~~member ~~have~~of nothe ~~current~~Institute ~~relationship~~of ~~with~~Electrical ~~OSEU~~and Electronics Engineers and CPMT.

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

(b) Pro Forma Financial Information.

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).

(c)

Exhibits.

99.1

Press Release

See the Index of Exhibits, which is incorporated here by reference.

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.

			OSE USA, INC. (Registrant)
	OSE USA, Inc.
Date: September 16, 2003			By:	/s/ EDMOND TSENG
	(Registrant)
				Edmond Tseng President and Chief Executive Officer
Date: April 15, 2004	By:	/s/ Edmond Tseng
		Edmond Tseng
		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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