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 (Date of earliest event reported): December
5, 2006
Convergence
Ethanol, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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0-4846-3
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20-0987069
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5701
Lindero Canyon Rd., #2-100
Westlake
Village, CA
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91362
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (818)
735-4750
MEMS
USA, Inc.
(Former
name or former address, if changed since last
report)
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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:
o |
Written communications pursuant to Rule
425
under the Securities Act (17CFR 230.425) |
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o |
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR 240.14a-12) |
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o |
Pre-commencement communications pursuant
to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o |
Pre-commencement communications pursuant
to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
SECTION
5 - Corporate Governance and Management
ITEM
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 5, 2006, the Company filed Articles of Merger with the Secretary of
State of Nevada in order to effectuate a merger whereby the Company (as MEMS
USA, Inc.) would merge with its wholly-owned subsidiary, Convergence Ethanol,
Inc., as a parent/ subsidiary merger with the Company as the surviving
corporation. This merger, which became effective as of December 5, 2006, was
completed pursuant to Section 92A.180 of the Nevada Revised Statutes.
Shareholder approval to this merger was not required under Section 92A.180.
Upon
completion of this merger, the Company's name has been changed to "Convergence
Ethanol, Inc." and the Company's Articles of Incorporation have been amended
to
reflect this name change.
In
connection with this name change to Convergence Ethanol, Inc., the Company’s new
CUSIP number is 21248E
10 7.
The
Company expects to receive a new trading symbol within the next few
days.
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.
Convergence Ethanol,
Inc. |
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/s/ James A. Latty |
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James
A. Latty |
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Date:
December 11, 2006