UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report: ~~December~~February 221, ~~2006~~2007

CONVERGENCE ETHANOL, INC.

~~CONVERGENCE ETHANOL, INC.~~ (Name of small business issuer as specified in its charter)

NEVADA		0-4846-3				82-0288840
(State or jurisdiction of incorporation or organization)		(Commission File Number)				(I.R.S. Employer Identification No.)

5701 Lindero Canyon Rd., #2-100 Westlake Village, California			91362
(Address of principal executive offices)			(Zip Code)

Issuer’s telephone number, including area code: (818) 735-4750

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~r Written~~|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~r Soliciting~~|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

r|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

r|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.~~01 OTHER~~02 DEPARTURE ~~EVENTS~~OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION Of DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On December 12, 2006, the Company filed a Form 8-K with the United States Securities and Exchange Commission disclosing the resignation and termination of Daniel Moscaritolo as a director and officer of the Company5.02(c)

OnEffective ~~December~~February 131, ~~2006~~2007, Mr. ~~Moscaritolo~~John ~~presented~~C. ~~management~~Fitzgerald ~~with~~was ~~a purported action by written consent of the shareholders of the Company indicating that the shareholders had~~ elected to ~~remove~~ the ~~current~~Board ~~board~~ of ~~directors and elect~~Directors ~~Daniel Moscaritolo and Thomas Hemingway as directors in their place. Mr. Moscaritolo also presented management with two separate purported actions by written consent~~ of ~~the~~Convergence ~~new purported board of directors indicating that the Company’s current officers~~Ethanol, ~~James A~~Inc. ~~Latty~~(formerly, ~~and~~MEMS ~~Richard W. York~~USA, ~~were terminated and that Mr~~Inc.) ~~Moscaritolo was elected to serve as Secretary of~~ (the “Company ~~and Mr~~”). ~~Hemingway~~As ~~was elected to serve as President and Chief Executive Officer~~ of ~~the~~February ~~Company. The Company rejected the purported shareholder action on the grounds that~~1, ~~on its face~~2007, the ~~purported~~Board ~~action~~of ~~showed~~Directors ~~an insufficient number~~ of ~~votes~~ ~~had been obtained to approve~~ the ~~requested~~Company ~~action,~~will ~~and~~be oncomprised ~~the further~~of ~~grounds~~three ~~that~~members, ~~the~~Mr. ~~consenting~~Fitzgerald, ~~shareholders~~Steve ~~had~~Newsom ~~violated~~and ~~the~~James ~~proxy~~A. ~~rules~~Latty. ~~set forth in Section 14 of the Securities Exchange Act of 1934, as amended (the “Act”)~~Mr. InFitzgerald’s ~~light~~term of ~~the~~office ~~invalidity~~will ofextend ~~the~~until ~~purported~~January ~~shareholder action~~31, ~~the Company also rejected the actions of the new purported board of directors terminating and replacing the officers of the Company~~2010.

OnPursuant ~~December~~to ~~14,~~his ~~2006~~election, Mr. Fitzgerald and the Company ~~filed~~entered into a ~~lawsuit~~Consulting Agreement inwhich is the ~~United~~same ~~States~~as ~~District Court,~~what ~~Central~~was ~~District~~provided ofto ~~California,~~Mr. ~~Western~~Newsome. ~~Division~~Pursuant ~~(Case~~to the Consulting NoAgreement, Mr. Fitzgerald shall receive: ~~CV06-07971~~(i) $20,000 worth of Company ~~against~~common ~~Daniel~~stock, ~~Moscaritolo~~based ~~for~~on ~~violations~~the exercise price being equal to 85% of the ~~Act~~fair market value of the Company common stock on Mr. Fitzgerald’s election date, ~~declaratory~~which equates ~~relief~~to 33,613 ~~breach~~shares, (ii) the sum of $4,000 per month during his tenure as a member of ~~fiduciary~~the ~~duty~~Board of Directors, ~~intentional~~(iii) ~~interference~~an ~~with~~additional ~~contract~~$2,000 ~~and~~per ~~conversion~~trip, if Mr. Fitzgerald makes more than three trips per year to attend meetings on Company business (outside of the greater Los Angeles area), (iv) $250 per hour for “work performed for the Company ~~Action”).~~over ~~Specifically~~and above time spent on trips to attend meetings, (v) ~~the~~travel expenses for trips to attend Company ~~alleged~~meetings, ~~that~~and ~~Mr.~~(vi) ~~Moscaritolo’s~~options ~~actions~~for the purchase of up to ~~wrest~~300,000 ~~control~~shares of common stock of the ~~Board~~Company at an exercise price of ~~Directors~~$0.595 ~~were~~per ~~invalid~~share. ~~and~~The option period shall be 60 months from ~~unlawful~~February 1, 2007.

OnMr. ~~December~~Fitzgerald ~~15,~~received ~~2006,~~his ~~Mr.~~undergraduate ~~Moscaritolo~~degree ~~and~~in ~~Mr.~~Industrial ~~Hemingway,~~Management ~~individually, and~~from ~~purporting~~the California toState ~~act~~University ~~derivatively~~of onSacramento ~~behalf~~and ofa ~~the~~Master’s ~~shareholders~~ of ~~the Company,~~Business ~~filed~~Administration awith ~~lawsuit~~an emphasis in ~~Nevada~~Finance ~~State~~and ~~Court,~~Transportation ~~County~~from ofCornell University. ~~Washoe~~Since ~~(Case~~2002, NoMr.: ~~CV0603002)~~Fitzgerald has been the Managing Director of a ~~against~~full service ~~Mr.~~investment ~~Latty~~bank and ~~Mr.~~securities ~~York~~firm ~~for~~serving ~~injunctive~~a ~~relief,~~broad ~~declaratory~~spectrum ~~relief,~~of ~~receivership,~~investors and ~~accounting~~issuers. ~~relating~~Except tofor ~~the~~his ~~failed~~current ~~effort~~Consulting toAgreement ~~remove~~and ~~them from~~his election to the Board of Directors, ofMr. ~~the~~Fitzgerald ~~Company~~has ~~and~~not ~~seeking~~had aany ~~court~~material interest ~~order~~in ~~approving~~any ~~their removal~~transactions (of the ~~“Moscaritolo Action”)~~Company.

~~The~~Mr. ~~Company~~Fitzgerald ~~intends~~has tono ~~pursue~~family ~~the~~relationships ~~claims~~with ~~set~~any ~~forth~~of in the Company’s ~~Action~~other ~~and to~~executive ~~oppose~~officers ~~the~~or ~~claims set forth in the Moscaritolo Action~~directors.

[~~SIGNATURES~~SIGNATURE PAGE FOLLOWS]

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.

Date: December 22, 2006	Convergence Ethanol, Inc.
Date: February 2, 2007	Convergence Ethanol, Inc.
By:	~~By:~~	/s/ James A. Latty
		James A. Latty
		James A. Latty Chief Executive Officer
		Chief Executive Officer

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