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): ~~April~~August 1518, 2004

OSE USA, 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

San Jose, California

95131-1402

(Address of principal executive offices)

(Zip Code)

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

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

Item 5 Other Events ~~and Regulation FD Disclosure~~

On ~~April~~August 1519, 2004, the Company announced the ~~hiring~~resignation of Steve Lerner as President, effective August 18. AMr. ~~copy~~Lerner, the founder and president of GigaSys Corporation, Carlisle, Massachusetts, and a recognized authority in microelectronics packaging and test foundry services, commenced his association with the Company’s ~~press~~in ~~release is~~April ~~attached~~2004 asand ~~Exhibit~~resigned 99in order to pursue other interests.1 ~~and~~Until his replacement is ~~incorporated~~selected ~~here~~and byconfirmed, ~~reference~~Edmond Tseng, Chairman of the Board, will act as President of the Company.

~~Mr.~~A ~~Lerner~~copy isof the ~~founder~~Company’s ~~and~~press ~~president~~release of GigaSys Corporation, Carlisle, Massachusetts, an advanced semiconductor packaging firm specializing in System-in-Package solutions and supplier related management services, including quality systems audits, process development, equipment procurement, strategic alliances and supply chain management. He is aattached ~~recognized~~as ~~authority~~Exhibit ~~in microelectronics packaging and test foundry services with significant international experience in both S~~99.~~E. Asia~~1 and Europe. Prior to his association with GigaSys Corporation, Mr. Lerner was CEO and founder of CS2, a Belgian component contract test and assembly company, and Managing Director of Amkor/Anam Euroservices in France, and has held several other senior management positions within the SATS industry. He is aincorporated ~~graduate~~here ~~(BSME)~~by ~~of the State University of New York at Stony Brook, the holder of several United States patents, and a member of the Institute of Electrical and Electronics Engineers and CPMT~~reference.

Item 7. Financial Statements and Exhibits



99.1		Press Release

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)
Date: April 15, 2004	By:	/s/ Edmond Tseng
Date: August 19, 2004	By:	/s/ Edmond Tseng
		Edmond Tseng
		Chief Executive Officer
		Chairman of the Board

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