SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                                 --------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)     MAY 24, 2004
                                                 -------------------------------


                            SPECTRE INDUSTRIES, INC.
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               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


            Nevada                      0-30573                98-0226032
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(STATE OF OTHER JURISDICTION          (COMMISSION             (IRS EMPLOYER
     OF INCORPORATION)                FILE NUMBER)          IDENTIFICATION NO.)


                  45 Parker, Suite A, Irvine, California 92618
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                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE        (949) 855-6688
                                                    ----------------------------


                     #6 - 260 E. Esplanade, North Vancouver,
                         British Columbia CANADA V7L 1A3
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          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)




ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

      Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated
as of March 13, 2004, by and among Spectre Industries, Inc. (the "Registrant" or
the "Company),  Spectre Merger Sub, Inc., a California  corporation and wholly
owned  subsidiary of Spectre ("Merger Sub"),  Ian S. Grant  ("Shareholder")  and
Advanced Custom Sensors, Inc., a California corporation (the "Advanced Custom"),
on May 24, 2004 (the "Closing Date"),  Merger Sub merged with and into ACSI (the
"Merger"). As a result of the Merger, Advanced Custom became a subsidiary of the
Registrant.  As consideration  for the Merger,  the Registrant issued 38,773,581
shares of common  stock and  warrants  to purchase  up to  79,535,549  shares of
common  stock  to the  shareholders  of  ACSI.  The  terms  of the  Merger  were
determined  through  arms  length  negotiations  between the  management  of the
Registrant and management of ACSI.

Election of New Directors and Officers

      On the Closing  Date,  Ian Grant  resigned as President,  Secretary  Chief
Financial Officer of the Registrant.  Effective May 24, 2004,  Michael Young and
Hanlin Chen began  serving  their terms as members of the Board of  Directors of
the Registrant. The newly elected directors appointed Michael Young as the Chief
Executive Officer, Secretary and Chief Financial Officer.

      Biographies of New Directors

      MICHAEL  YOUNG  founded  and has  served  for seven  years as CEO of ACSI.
Previously, his 20-year career includes MEMS design, fabrication,  packaging and
applications development at Rosemount, Endevco, Hughes Aircraft and other firms.
He is  responsible  for leading ACSI given his  technical  expertise and a broad
range of business  experiences with ACSI. He holds a Master of Science degree in
mechanical engineering from Stanford University.

      HANLIN  CHEN began  serving as the  Chairman  and CEO of China  Automotive
Systems in 2003. Prior to this appointment,  Mr. Chen was the general manager of
Jiulong Power Steering  Company  Limited from 1992 to 1997. Mr. Chen holds a MBA
from Barrington  University and serves as a board member of Political Consulting
Committee of Jingzhou city and vice president of Foreign Investors Association.

                                       2



Share Ownership

      The following  table sets forth certain  information  known to the Company
regarding the beneficial  ownership of the common stock,  immediately  following
the closing of the Merger and  assuming  the  exercise of the  warrants (a) each
beneficial  owner of more than five percent of the common stock; (b) each of the
Company's  directors;  and  (c) all of the  Company's  directors  and  executive
officers as a group. Except as otherwise indicated,  each person has sole voting
and  investment  power with respect to all shares shown as  beneficially  owned,
subject to community property laws where applicable. Unless otherwise specified,
the  address of each  person  set forth  below is 45  Parker,  Suite A,  Irvine,
California 92618.



                                                                TOTAL NUMBER OF SHARES     PERCENTAGE OWNERSHIP
                                              TOTAL NUMBER    ISSUABLE UPON EXERCISE OF    ASSUMING EXERCISE OF
        NAME/TITLE                             OF SHARES              THE WARRANTS           THE WARRANTS(1)
-----------------------------------------------------------------------------------------------------------------
                                                                               
ALL DIRECTORS AND OFFICERS (3 PERSONS):

Michael Young                                     8,172,354             16,763,803                  18%

Hanlin Chen                                             -0-                    -0-                  --

Matthew Markin                                          -0-                    -0-                  --

Ian Grant                                         1,000,000                    -0-                   *

5% Beneficial Owners:

Chih Chung Hung (2)                               2,617,148              5,368,509                   6%



---------------
* Less than 1%

      (1) Based on  139,187,213  shares  outstanding as of May 24, 2004 assuming
the exercise of all of the warrants.

      (2) Mr Hungs address is No. 213-5 Tsan Si Rd. Tsantnen Jen. Nantou, Taiwan
542, ROC

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

      The  information  set forth  above  under  "Item 1.  Changes in Control of
Registrant" is incorporated herein by reference.

      As a result of the Merger, through ACSI, the Registrant will be engaged in
the business of supplying thin-film and micromachined force and pressure sensors
to the medical, chemical, oil, and gas industries.  Additionally, the Registrant
will offer  services  such as strain gauge  installation,  MEMS  packaging,  and
sensor module design and manufacturing.

About ACSI

      ACSI was founded by an engineering  management  team with over 50 years of
Micro-electro-mechanical-systems  or "MEMS" transducer experience. Its objective
is to provide high quality  sensors and  transducers  at an economical  price by
employing innovative designs and creative  manufacturing  methods. ACSI offers a
variety of Digital  Pressure Gauges,  Pressure  Transducers,  Pressure  Sensors,
Force Beams, Load Cells, Strain Gauges and Sensor Kits.


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      ACSI commenced  operations as a private company in September of 1996. ACSI
is headquartered in Irvine,  California where ACSI occupies a 25,000 square foot
facility  fully  equipped  with  fabrication  capability.  ACSI has fifteen (15)
employees  in  the  United  States,   and  utilizes  a  network  of  independent
contractors and consultants throughout the United States and Asia. ACSI produces
or supplies a family of nearly thirty (30) distinctive  products.  ACSI set up a
volume  production  line with an ISO 9000 partner in Taiwan in 2002. This allows
ACSI to penetrate high-volume consumer markets that are very price sensitive.

      ACSI's MEMS sensor  technology  is the result of a technology  development
work done at Rosemount  and Endevco.  ACSI  believes  that its  technology  will
enable it to become a global supplier of advanced  MEMS/Microelectronic products
in a  myriad  of  developing  markets.  ACSI's  strategic  plan is to  focus  on
developing   custom  MEMS  pressure   sensor   devices  and  forming   strategic
partnerships  where  its  strategic  partners  dominate  the sales  channels  in
industries accepting MEMS sensor applications.

      In addition to its core  operational  assets  dedicated to the MEMS sensor
markets,  ACSI owns  approximately 12% of TransOptiX,  Inc.,  ("TransOptiX"),  a
business dedicated to the development and production of high performance optical
switches.  TransOptiX  intends to make significant  progress in 2004 and 2005 in
the optical  switch  segment by offering its switches at prices up to 40%
below its competition and with better performance.

      OUR GOALS

      ACSI  develops,  designs  and  markets  MEMS-microelectronic  devices  and
components.  ACSI is a major supplier of thin-film and  micromachined  force and
pressure   sensors  to  the  medical,   chemical,   oil,  and  gas   industries.
Additionally,  ACSI offers several services,  such as strain gauge installation,
MEMS packaging, and sensor module design and manufacturing.

      ACSI has operated in the MEMS pressure  sensor business for the past seven
(7) years,  providing MEMS packaging services for nearly half of its operational
life. We intend to raise  sufficient  funds necessary to develop a new series of
customized  MEMS pressure  sensors;  develop  expand the internal  manufacturing
capabilities  to provide our  customers  with sensing  modules that  incorporate
embedded controller, LCD display, signal conditioning circuit, and/or actuators;
and support our plan for merger and  acquisition  of other small MEMS  companies
complimentary to ours.

      To accomplish our goals,  ACSI plans to integrate  proprietary  techniques
and processes  developed by ACSI that serve as the  foundation to develop ACSI's
MEMS business.  These MEMS core competences  include MEMS front-end wafer design
and processing, volume assembly and testing,  application-specific environmental
protection, and cost modeling.  Combined with ACSI's expansion plans to increase
marketing and sales efforts,  these technologies present ACSI with opportunities
to further grow the business in  international  markets such as China.  ACSI has
also partnered on or about November 2001 with an established production partner,
Powertip  Technology  Corporate,  in Taiwan to address production  requirements.
ACSI also has MEMS wafer fabrication partners in China and Taiwan, allowing ACSI
to maintain sensor wafer supplies as well continue MEMS device research.


                                       4



      THE ADVANCED CUSTOM SENSORS CORE STRATEGY - PRODUCTS AND TECHNOLOGIES

      ACSI's  future  technology  strategy  is to develop  and/or  acquire  core
intellectual property that will place it in a leadership position to manufacture
and market MEMS  sensors.  ACSI has filed two (2)  provisional  patents with the
United States Patent and Trademark Office ("USPTO") and TransOptiX has made nine
(9) provisional patent filings with the USPTO to date. In addition, each company
has  developed  many  proprietary  techniques/processes.   These  serve  as  the
foundation to further develop our MEMS business.

      ACSI  produces  or  supplies a family of nearly  thirty  (30)  distinctive
products.   These  products  employ  or  utilize  the  latest   state-of-the-art
technologies.  The products are primarily electro-mechanical sensing devices and
are identified under the following categories:  Pressure  Transducers,  Pressure
Transmitters,  Pressure Switches,  Force Sensors,  Load Cells, Strain Gages, and
MEMS Sensors.

      ACSI uses  sputtered  thin film,  bonded  foil,  semi-conductor  gages and
piezoresistive strain gage technologies primarily in the design, development and
manufacture of its general sensor products,  although other  technology  options
are also  available.  All of ACSI's  products  employ proven  technologies  with
little, or no risk involved with their  manufacture.  What sets ACSI' apart from
their competitors is their ability to optimize the performance of their products
by  efficient  application  of their  diverse  technologies  into unique  design
concepts and utilizing  sophisticated  materials in  construction  and packaging
techniques.

BACKGROUND ON MEMS

      MICRO-ELECTRO-MECHANICAL SYSTEMS

      Micro-Electro-Mechanical   Systems,   or  MEMS,  is  the   integration  of
mechanical  elements,  sensors,  actuators,  and electronics on a common silicon
substrate  through the utilization of  microfabrication  technology.  MEMS is an
enabling  technology,  allowing the  development of smart products by augmenting
the computational  ability of  microelectronics  with the perception and control
capabilities  of  microsensors  and  microactuators.  MEMS is also an  extremely
diverse  and  fertile  technology,  both with  regard to  applications,  and the
methodology of how electronic devices are designed and manufactured.

      Microelectronic  integrated  circuits  ("IC's")  can be  thought of as the
"brains" of systems  and MEMS  augments  this  decision-making  capability  with
"eyes" and "arms",  to allow  microsystems to sense and control the environment.
In its most basic form,  the sensors  gather  information  from the  environment
through  measuring  mechanical,  thermal,  biological,  chemical,  optical,  and
magnetic  phenomena;  the electronics  process the information  derived from the
sensors and through some  decision  making  capability  direct the  actuators to
respond by moving,  positioning,  regulating,  pumping, and filtering,  thereby,
controlling  the  environment  for some desired  outcome or purpose.  Since MEMS
devices are manufactured  using batch  fabrication  techniques,  similar to ICs,
unprecedented  levels of functionality,  reliability,  and sophistication can be
placed on a small silicon chip at a relatively low cost.


                                       5



      MARKET SIZE AND VIABILITY

      The total  MEMS  market  size is about  $2.7  billion  USD with  following
distribution  in 1991,  according to an MIRC market study report.  MEMS pressure
sensor, currently the focus of ACSI's operations,  owns the largest market share
of $6 billion USD in 2000. According to MIRC, MEMS Silicon Pressure Sensors will
grow to about  80% of the  total  market  and  become  the main  stream  of this
industry.  The  applications of MEMS Pressure Sensors can be separated into five
categories:  Automotive,  Process  Control,  Medical,  Consumer  /Appliances and
Aerospace.  Currently,  the market in Consumer  Electronics is enjoying the fast
growth.  Due  to its  versatility,  MEMS  is  taking  the  lead  in the  various
fast-growing  electronic  applications in addition to its excellent  performance
and price ratio. The total MEMS sensor market was $800 millions USD in 1990 with
an annual growth rate of 20%. It is expected to grow to $1 billion USD by 2005.

OUR IMPLEMENTATION STRATEGY

ACSI's Implementation Strategy is as follows:

      1.    Sales

            a.    ACSI's   employs  a  direct  sales  staff,   complemented   by
                  independent   technical   field  sales   representatives   and
                  distributors.  Sales of ACSI's  products  are not  limited  to
                  specific geographical areas and are offered to a broad base of
                  customers  both  domestically  and  internationally.  ACSI has
                  contracted  with  seven  (7)  sales  representatives  and  has
                  selected  companies  to represent  the firm in China,  Taiwan,
                  Israel and  South-East  Asia.  Advertising  and  promotion  of
                  ACSI's products will be accomplished  through  Internet sites,
                  press  releases,  market  specific trade events and occasional
                  trade publication advertisements. ACSI's website is now linked
                  to Thomas  Register and Global Specs,  where average  customer
                  contacts have been ten per week.

      2.    Marketing

            a.    Grow through  acquisition.  ACSI intends to acquire  companies
                  that  possess a market  presence  with  certified or qualified
                  products,  with an established pedigree,  and/or products with
                  established  market  share.  ACSI  intends  to  exploit  these
                  acquisitions  through  the  introduction  of existing or other
                  ACSI's  product  offerings  in order  to  further  expand  the
                  business  through vertical and horizontal  integration;  these
                  could also lead to establishing certification or qualification
                  status  for  ACSI's  own   previously   developed   commercial
                  products.


                                       6



            b.    Introduce  new  products.  ACSI intends to explore new markets
                  for new and unique products. Introduce new products to address
                  developing needs within the markets,  such as digital sensors,
                  multi-function  sensors  (combined  temperature and pressure),
                  internet-enabled  sensors  and  sensors  elements  that can be
                  integrated into measurement monitoring and control systems.

      3.    Distribution

            a.    ACSImarkets and sells its products through  independent  sales
                  representative organizations,  distributors and direct factory
                  sales. By utilizing existing, established sales organizations,
                  ACSI is able to amass a very large  number of sales people and
                  outlets into all regions of the United States and some foreign
                  countries with very little up-front costs. Additionally,  ACSI
                  benefits  from the  synergistic  relationship  of its products
                  with   other   lines   and   products   as   handled   by  the
                  representatives or distributors

      4.    Operations

            a.    ACSI seeks to expand its MEMS Sensor  research and development
                  and  prototype   capacities  in  California  by  supplementing
                  engineering   staff   with   market-specific   expertise   and
                  augmenting  facilities.  This  will  enable  ACSI  to  provide
                  engineering  support  and  initial  prototype  fabrication  in
                  time-sensitive US markets.

            b.    ACSI  utilizes a  production  partner to address  its  current
                  production  requirements.  Additionally,  ACSI  has  signed  a
                  letter of intent to form a joint  venture  for the  purpose of
                  producing  and  distributing  automotive  sensor  products  in
                  China.  ACSI  also  has  established  MEMS  wafer  fabrication
                  partners  in Taiwan  and China  that  allow  ACSI to  maintain
                  sensor wafer supply and continue MEMS device research.

ACSI'S PRODUCT ROADMAP AND INTELLECTUAL PROPERTY

      ACSI currently  produces a series of MEMS pressure sensors.  These include
MEMS pressure sensors from 5 psi to 5000 psi; pressure transducers with 0-5 V or
4-20 ma output;  digital pressure gage; and digital  pressure  switch.  They are
currently  in full  production;  notably,  some our  products  are sold by major
catalog houses.

      The innovative  technologies and know-how developed through these products
will allow us to better  serve our MEMS  customers.  We are able to provide them
with conditioning circuit assembly,  microprocessors,  LCD modules, LED modules,
and/or  injection  molded  packaging.  This added value will bring a much higher
return to ACSI.


                                       7



PATENTS

ACSI has filed the following provisional patents with the US Patent and
Trademark Office

            >>    Signal conditioner for MEMS piezoresistive sensors.

            >>    Method for production of thin-film piezoresistive strain gages

TRANSOPTIX has filed the following provisional patents with the US Patent and
Trademark Office

            >>    45 degree lens mount for 2D optical switch

            >>    3D image feedback optical beam alignment

            >>    Double  risley  prism  pairs for  optical  beam  steering  and
                  alignment

            >>    2D four-sided optical switch with lens mount

            >>    2D three-sided optical switch with lens mount

            >>    2D two-sided optical switch with lens mount

            >>    2D broadcast optical switch with lens mount

            >>    2D 1XN Optical Switch with Lens Mount

            >>    Lens Mount for Optical Switch

PROPRIETARY TECHNIQUES/PROCESSES

      ACSI

            >>    MEMS pressure sensor wafer fabrication design/process.

            >>    MEMS packaging schemes for volume production

            >>    MEMS vacuum packaging process: both wafer and device levels

            >>    Low-cost thin-film pressure sensor design and fabrication

            >>    Oil-filled process for media isolation of MEMS sensors

      TRANSOPTIX

            >>    Fiber-to-fiber alignment technique

            >>    Mirror batch alignment process

OUR COMPETITIVE ADVANTAGE

      Although the MEMS sensor business is largely  dominated by larger,  better
funded  companies such as Endevco,  MSI, Nova Sensors,  IC Sensors,  and Sensym.
ACSI is dedicated to the custom MEMS technology  field and believes it maintains
competitive  advantages  in the custom  market in its knowledge of customer base
and through  price  competition.  ACSI is  currently  striving  to increase  its
technological capacity to expand its competitive edge.

ITEM 5. OTHER EVENTS.

      The Registrant has moved its principal  executive offices from #6 - 260 E.
Esplanade, North Vancouver,  British Columbia CANADA V7L 1A3 to 45 Parker, Suite
A, Irvine, California 92618.


                                       8



ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

a)    Pro Forma Financial Information.

b)    Financial Statements of Businesses Acquired.

            The financial statements required by (a) and (b) of this Item 7 will
      be filed by an amendment to this Form 8-K.

      (c) Exhibits.

2.1   Merger Agreement, dated as of March 13, 2004


                                       9



                                   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.


                                        SPECTRE INDUSTRIES, INC.

Date: June 9, 2004                     By:  /S/ MICHAEL YOUNG
                                            -----------------------------
                                        Name:  Michael Young
                                        Title: Chief Executive Officer




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