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: March 13, 2007
(Date
of earliest event reported)
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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
2.04 Triggering Events That Accelerate Or Increase A Direct Financial
Obligation Or An Obligation Under An Off-Balance Sheet
Arrangement
On
March
13, 2007, Convergence Ethanol, Inc. (the “Company”) received a demand for
payment of liquidated damages in the amount of $145,906.61 (the “Notice”) from
GCA Strategic Investment Fund Limited (“GCA”) pursuant to a Securities Purchase
Agreement dated October 31, 2006 between the Company and GCA (the “Purchase
Agreement”). The Purchase Agreement and related transaction documents were
disclosed in the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on November 17, 2006.
Pursuant
to the Purchase Agreement, the Company was required to file and obtain an
effective Registration Statement covering the resale of the Registrable
Securities no later than January 25, 2007. As of the date of the Notice, the
Company had not filed nor obtained an effective Registration Statement covering
the Registrable Securities. As a result, on March 13, 2007, GCA delivered the
Notice to the Company stating that the Company has breached the registration
covenants contained in the Purchase Agreement. According to the Notice, the
liquidated damages due by the Company to GCA are equal to an amount not less
than $145,906.61 plus $2,353.33 per day after March 13, 2007. The foregoing
liquidated damages are payable in cash upon demand. If payment is not received
by GCA in accordance with the terms of the Purchase Agreement and the Notice,
GCA has threatened to issue to the Company a notice of default and accelerate
the Company’s outstanding obligation to GCA of $3,530,000.
The
Company has begun preparation of a Registration Statement covering the
Registrable Securities and is negotiating in good faith with GCA to extend
the
date to obtain an effective Registration Statement, settle the liquidated
damages, and avoid any potential notice of default.
[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.
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Convergence
Ethanol, Inc.
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| Date: March
16, 2007 |
By: |
/s/ James
A.
Latty |
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James
A. Latty, PhD, PE
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Chief
Executive OfficerTitle |
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