Convergence Ethanol, Inc.
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 22, 2006
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CONVERGENCE
ETHANOL, INC.
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(Name
of small business issuer as specified in its charter)
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NEVADA
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0-4846-3
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82-0288840
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(State
or jurisdiction of
incorporation
or organization)
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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, California
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91362
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(Address
of principal executive offices)
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(Zip
Code)
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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
communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
r 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
8.01 OTHER
EVENTS
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 Company.
On
December 13, 2006, Mr. Moscaritolo presented management with a purported action
by written consent of the shareholders of the Company indicating that the
shareholders had elected to remove the current board of directors and elect
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 new purported board of directors indicating that the
Company’s current officers, James A. Latty and Richard W. York, were terminated
and that Mr. Moscaritolo was elected to serve as Secretary of the Company and
Mr. Hemingway was elected to serve as President and Chief Executive Officer
of
the Company. The Company rejected the purported shareholder action on the
grounds that, on its face, the purported action showed an insufficient number
of
votes had been obtained to approve the requested action, and on the further
grounds that the consenting shareholders had violated the proxy rules set forth
in Section 14 of the Securities Exchange Act of 1934, as amended (the “Act”). In
light of the invalidity of the purported shareholder action, the Company also
rejected the actions of the new purported board of directors terminating and
replacing the officers of the Company.
On
December 14, 2006, the Company filed a lawsuit in the United States District
Court, Central District of California, Western Division (Case No.: CV06-07971)
against Daniel Moscaritolo for violations of the Act, declaratory relief, breach
of fiduciary duty, intentional interference with contract, and conversion (the
“Company Action”). Specifically, the Company alleged that Mr. Moscaritolo’s
actions to wrest control of the Board of Directors were invalid and
unlawful.
On
December 15, 2006, Mr. Moscaritolo and Mr. Hemingway, individually, and
purporting to act derivatively on behalf of the shareholders of the Company,
filed a lawsuit in Nevada State Court, County of Washoe (Case No.: CV0603002)
against Mr. Latty and Mr. York for injunctive relief, declaratory relief,
receivership, and accounting relating to the failed effort to remove them from
the Board of Directors of the Company and seeking a court order approving their
removal (the “Moscaritolo Action”).
The
Company intends to pursue the claims set forth in the Company Action and to
oppose the claims set forth in the Moscaritolo Action.
[SIGNATURES
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.
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| Date: December
22, 2006 |
Convergence
Ethanol, Inc.
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By: |
/s/ James
A.
Latty |
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James
A. Latty |
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Chief
Executive
Officer
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