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EXHIBIT 3.1

DEAN HELLER
Secretary of State stamp


                           ARTICLES OF INCORPORATION
                              (PURSUANT TO NRS 78)


1. Name of Corporation:  CONVERGENCE ETHANOL, INC.

2. Resident Agent Name and Street Address:   PARACORP INCORPORATED
                                             318 N. CARSON ST., #208
                                             CARSON CITY, NEVADA 89701

3. Shares: Number of shares with par value: 100,000,000
           Par value $0.001


4. Names & Addresses, of Board of Directors/Trustees:
     1. Jim Latty
        5701 Lindero Canyon Road, 2-100
        Westlake Village CA 91362

5. Purpose:

6. Names, Address and Signature of Incorporator
     /s/ James Latty
     Name: James Latty
     5701 Lindero Canyon Rd, 2-100
     Westlake Village, CA 91362

7. Certificate of Acceptance of Appointment of Resident Agent:
     I hereby accept appointment as Resident Agent for the above named
     corporation.
     /s/ Deborah A. Cooke for Paracorp Incorporated         November 27, 2006
     ------------------------------------------------------------------------
     Authorized Signature of R.A. or On Behalf of R.A. Company



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                            ARTICLES OF INCORPORATION
                                       OF
                            CONVERGENCE ETHANOL INC.


                                    ARTICLE I
                                      NAME

         The name of the corporation shall be Convergence Ethanol Inc.
(hereinafter, the "Corporation").



                                   ARTICLE II
                                REGISTERED OFFICE

        The initial office of the Corporation shall be 5701 Lindero Canyon Rd,
2-100, WestLake Village, CA 91362. The initial registered agent of the
Corporation shall be ParaCorp Incorporated at318 N. Carson St., #208, Carson
City, NV 89701. The Corporation may, from time to time, in the manner provided
by law, change the resident agent and the registered office within the State of
Nevada. The Corporation may also maintain an office or offices for the conduct
of its business, either within or without the State of Nevada.




                                   ARTICLE III
                                  CAPITAL STOCK

        Section 1. AUTHORIZED SHARES. The aggregate number of shares which the
Corporation shall have authority to issue is one hundred million (100,000,000)
shares, consisting of two classes to be designated, respectively, "Common Stock"
and "Preferred Stock," with all of such shares having a par value of 8.001 per
share. The total number of shares of Common Stock that the Corporation shall
have authority to issue is ninety million (90,000,000) shares. The total number
of shares of Preferred Stock that the Corporation shall have authority to issue
is ten million (10,000,000) shares. The Preferred Stock may be issued in one or
more series, each series to be appropriately designated by a distinguishing
letter or title, prior to the issuance of any shares thereof. The voting powers,
designations, preferences, limitations, restrictions, and relative,
participating, optional and other rights, and the qualifications, limitations,
or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed
by resolution of the board of directors pursuant to Section 3 of this Article
III.

        Section 2. COMMON STOCK.

                (a) DIVIDEND RATE. Subject to the rights of holders of any
        Preferred Stock having preference as to dividends and except as
        otherwise provided by these Articles of Incorporation, as amended from
        time to time (hereinafter, the "Articles") or the Nevada Revised Statues
        (hereinafter, the "NRS"), the holders of Common Stock shall he entitled
        to receive dividends when, as and if declared by the board of directors
        out of assets legally available therefor.

                (b) VOTING RIGHTS. Except as otherwise provided by the NRS, the
        holders of the issued and outstanding shares of Common Stock shall be
        entitled to one vote for each share of Common Stock. No holder of shares
        of Common Stock shall have the right to cumulate votes.

                (c) LIQUIDATION RIGHTS. In the event of liquidation,
        dissolution, or winding up of the affairs of the Corporation, whether
        voluntary or involuntary, subject to the prior rights of holders of
        Preferred Stock to share ratably in the Corporation's assets, the Common
        Stock and any shares



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         of Preferred Stock which are not entitled to any preference in
         liquidation shall share equally and ratably in the Corporation's assets
         available for distribution after giving effect to any liquidation
         preference of any shares of Preferred Stock. A merger, conversion,
         exchange or consolidation of the Corporation with or into any other
         person or sale or transfer of all or any part of the assets of the
         Corporation (which shall not in fact result in the liquidation of the
         Corporation and the distribution of assets to stockholders) shall not
         be deemed to be a voluntary or involuntary liquidation, dissolution or
         winding up of the affairs of the Corporation.

                  (d) NO CONVERSION, REDEMPTION, OR PREEMPTIVE RIGHTS. The
         holders of Common Stock shall not have any conversion, redemption, or
         preemptive rights.

                  (e) CONSIDERATION FOR SHARES. The Common Stock authorized by
         this Article shall be issued for such consideration as shall be fixed,
         from time to time, by the board of directors.

         Section 3. PREFERRED STOCK.

                  (a) DESIGNATION. The board of directors is hereby vested with
         the authority from time to time to provide by resolution for the
         issuance of shares of Preferred Stock in one or more series not
         exceeding the aggregate number of shares of Preferred Stock authorized
         by these Articles, and to prescribe with respect to each such series
         the voting powers, if any, designations, preferences, and relative,
         participating, optional, or other special rights, and the
         qualifications, limitations, or restrictions relating thereto,
         including, without limiting the generality of the foregoing: the voting
         rights relating to the shares of Preferred Stock of any series (which
         voting rights, if any, may be full or limited, may vary over time, and
         may be applicable generally or only upon any stated fact or event); the
         rate of dividends (which may be cumulative or noncumulative), the
         condition or time for payment of dividends and the preference or
         relation of such dividends to dividends payable on any other class or
         series of capital stock; the rights of holders of Preferred Stock of
         any series in the event of liquidation, dissolution, or winding up of
         the affairs of the Corporation; the rights, if any, of holders of
         Preferred Stock of any series to convert or exchange such shares of
         Preferred Stock of such series for shares of any other class or series
         of capital stock or for any other securities, property, or assets of
         the Corporation or any subsidiary (including the determination of the
         price or prices or the rate or rates applicable to such rights to
         convert or exchange and the adjustment thereof, the time or times
         during which the right to convert or exchange shall be applicable, and
         the time or times during which a particular price or rate shall be
         applicable); whether the shares of any series of Preferred Stock shall
         be subject to redemption by the Corporation and if subject to
         redemption, the times, prices, rates, adjustments and other terms and
         conditions of such redemption. The powers, designations, preferences,
         limitations, restrictions and relative rights may he made dependent
         upon any fact or event which may be ascertained outside the Articles or
         the resolution if the manner in which the fact or event may operate on
         such series is stated in the Articles or resolution. As used in this
         section "fact or event" includes, without limitation, the existence of
         a fact or occurrence of an event, including, without limitation, a
         determination or action by a person, government, governmental agency or
         political subdivision of a government. The hoard of directors is
         further authorized to increase or decrease (but not below the number of
         such shares of such series then outstanding) the number of shares of
         any series subsequent to the issuance of shares of that series. Unless
         the board of directors provides to the contrary in the resolution which
         fixes the characteristics of a series of Preferred Stock, neither the
         consent by series, or otherwise, of the holders of any outstanding
         Preferred Stock nor the consent of the holders of any outstanding
         Common Stock shall be required for the issuance of any new series of
         Preferred Stock regardless of whether the rights and preferences of the
         new series of Preferred Stock are senior or superior, IN any way, to
         the outstanding series of Preferred Stock or the Common Stock.

                  (b) CERTIFICATE. Before the Corporation shall issue any shares
         of Preferred Stock of any series, a certificate of designation setting
         forth a copy of the resolution or resolutions of the board of
         directors, and establishing the voting powers, designations,
         preferences, the relative,


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         participating, optional, or other rights, if any, and the
         qualifications, limitations, and restrictions, if any, relating to the
         shares of Preferred Stock of such series, and the number of shares of
         Preferred Stock of such series authorized by the board of directors to
         be issued shall he made and signed by an officer of the corporation and
         filed in the manner prescribed by the NRS.

         Section 4. NON-ASSESSMENT OF STOCK The capital stock of the
Corporation, alter the amount of the subscription price has been fully paid,
shall not be assessable fir any purpose, and no stock issued as fully paid shall
ever be assessable or assessed, and the Articles shall not be amended in this
particular. No stockholder of the Corporation is individually liable for the
debts or liabilities of the Corporation.



                                   ARTICLE IV
                             DIRECTORS AND OFFICERS


         Section 1. NUMBER OF DIRECTORS. The members of the governing board of
the Corporation are styled as directors. The hoard of directors of the
Corporation shall be elected in such manner as shall be provided in the bylaws
of the Corporation. The board of directors shall consist of at least one (1)
individual and not more than thirteen (13) individuals. The number of directors
may be changed from time to time in such manner as shall be provided in the
bylaws of the Corporation.

         Section 2. INITIAL DIRECTORS. The name and post office box or street
address of the director(s) constituting the initial board of directors is:


        Name              Address
        ----              -------
        Jim Latty         5701 Lindero Canyon Rd, 2-100, WestLake Village, CA
                          91362

         Section 3. LIMITATION OF LIABILITY. The liability of directors and
officers of the Corporation shall be eliminated or limited to the fullest extent
permitted by the NRS. if the NRS is amended to further eliminate or limit or
authorize corporate action to further eliminate or limit the liability of
directors or officers, the liability of directors and officers of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the NRS, as so amended from time to time.

         Section 4. PAYMENT OF EXPENSES. In addition to any other rights of
indemnification permitted by the laws of the State of Nevada or as may be
provided for by the Corporation in its bylaws or by agreement, the expenses of
officers and directors incurred in defending any threatened, pending, or
completed action, suit or proceeding (including without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative or investigative, involving alleged acts or omissions
of such officer or director in his or her capacity as an officer or director of
the Corporation or member, manager, or managing member of a predecessor limited
liability company or affiliate of such limited liability company or while
serving in any capacity at the request of the Corporation as a director,
officer, employee, agent, member, manager, managing member, partner, or
fiduciary of, or in any other capacity for, another corporation or any
partnership,, joint venture, trust, or other enterprise, shall be paid by the
Corporation or through insurance purchased and maintained by the Corporation or
through other financial arrangements made by the Corporation, as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the officer or
director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
Corporation. To the extent that an officer or director is successful on the
merits in defense of any such action, suit or proceeding, or in the defense of
any claim, issue or matter therein, the Corporation shall indemnify him or her
against expenses, including attorneys' fees, actually and reasonably incurred by
him or her in connection with the defense. Notwithstanding anything to the
contrary contained herein or in the bylaws, no director or officer may be
indemnified for expenses incurred in defending any threatened, pending, or
completed action, suit or proceeding (including without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative or investigative, that such director or officer
incurred in his or her capacity as a stockholder, including, but not

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limited to, in connection with such person being deemed an Unsuitable Person (as
defined in Article VII hereof).

         Section 5. REPEAL AND CONFLICTS. Any repeal or modification of Sections
3 or 4 above approved by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the liability
of a director or officer of the Corporation existing as of the time of such
repeal or modification. In the event of any conflict between Sections 3 or 4
above and any other Article of the Articles, the terms and provisions of
Sections 3 or 4 above shall control.



                                    ARTICLE V
                    COMBINATIONS WITH INTERESTED STOCKHOLDERS

         At such time, if any, as the Corporation becomes a "resident domestic
corporation", as that term is defined in NRS 78.427, the Corporation shall not
be subject to, or governed by, any of the provisions in NRS 78.411 to 78A44,
inclusive, as may be amended from time to time, or any successor statute.



                                   ARTICLE VI
                                     BYLAWS

         The board of directors is expressly granted the exclusive power to
make, amend, alter, or repeal the bylaws of the Corporation pursuant to NRS
78.120.


         IN WITNESS WHEREOF, the Corporation has caused these second amended and
restated articles of incorporation to be executed in its name by its
Incorporator on November 27, 2006.



                                             /s/ Jim Latty
                                             --------------------------------
                                             Jim Latty