Convergence Ethanol, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):  [  ] Form 10-K and Form 10-KSB     [  ] Form 11-K     [   ] Form 20-F    [ X ] Form 10-Q and Form 10-QSB    [   ] Form N-SAR

For Period Ended: December 31, 2006
[   ] Transition Report on Form 10-K
[   ] Transition Report on Form 20-F
[   ] Transition Report on Form 11-K
[   ] Transition Report on Form 10-Q
[   ] Transition Report on Form N-SAR
For the Transition Period Ended:  

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION

CONVERGENCE ETHANOL, INC.
Full Name of Registrant
MEMS USA, INC.
Former Name if Applicable

  5701 Lindero Canyon Road, Bldg. 2-100
Address of Principal Executive Office (Street and Number)

  Westlake Village, California  91362        
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)

 
 
(a)
 
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

[x]
(b)
The subject annual report, semi-annual report; transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 

 
PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.  (Attach Extra Sheets If Needed)

Convergence Ethanol, Inc. did not have the resources to provide its auditors with all of the information necessary for the auditors to complete the audit of the financial statements. This delay was in part caused by the Company’s need to consolidate the financial results for registrant, its California subsidiary and its Texas subsidiaries, without incurring unreasonable expense.



PART IV - OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification
 
 
 
 
 
Richard W. York
818
735-4750
 
(Name)
(Area Code)
(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed?  If answer is no, identify report(s).  [x] Yes   [ ] No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  [X] Yes   [  ] No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 

Explanation: In December, 2006 the Company delivered its first Intelligent Filtration System to a major oil refinery located in Southern California and resulted in a net sales increase of more than one million dollars for the three months ended December 31, 2006 verses the corresponding prior year period.

 
Convergence Ethanol, Inc.
(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
Date: February 14, 2007
By /s/ Richard W. York            
 
Richard W. York, Chief Financial Officer

                                                                            

INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
 

ATTENTION

Intentional Misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).