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 (date of earliest event reported): July 25, 2006
UNITED ECOENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 814-00717 84-1517723
(State or Other Jurisdiction (Commission File Number) I.R.S. Employer
of Incorporation) Identification No.)
409 Brevard Avenue, Suite 7, Cocoa, Florida 32922
(Address of principal executive offices) (Zip Code)
(321)-433-1136
(Issuer's telephone number)
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 (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
By letter dated October 11, 2007, William Mackey, Chairman, CEO,
President and a member of Registrant?s Board of Directors, submitted
his resignation. A copy of his resignation letter is attached as
Exhibit 5.02. Mr. Mackey did not indicate that his resignation was
the result of any matter relating to the Company?s operations,
policies or practices.
By letter dated October 12, 2007, William Sklar, a Director and Chairman,
And Chair of the Audit Committee, submitted his resignation. A copy
of his resignation letter is attached as Exhibit 5.02. Mr. Sklar did
not indicate that his resignation was the result of any matter
relating to the Company?s operations, policies or practices.
Registrant expects to identify new Board members to replace Mr.
Mackey and Mr. Sklar within the next few weeks.
SECTION 8 OTHER EVENTS
Item 8.01 Other Events.
On February 1, 2007, Registrant entered into a binding letter of intent
to acquire GEI Development, LLC and Solid Waste Properties, LLC, based
in St. Louis, Missouri, as portfolio investments of Registrant,
a business development company under the Investment Company Act of
1940. The binding letter of intent was subject to due diligence
by Registrant, for a period of 45 days, and to the satisfaction of
other conditions to closing, including the preparation and execution of
a definitive acquisition agreement.
Under the terms of the letter of intent, Registrant was to provide
or arrange for additional working capital funding for the two
portfolio companies at closing, and additional funding as
needed thereafter. A copy of the binding letter of intent was attached
to Form 8-K filed by Registrant on February 6, 2007.
The letter of intent was extended several times by Registrant and GEI
Development, LLC and Solid Waste Properties, LLC, but no definitive
acquisition agreement was ever entered into, and the last extension of
the letter of intent has now expired.
Registrant will continue to seek other suitable portfolio company
investments.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
----------------------
None.
(b) Exhibits.
None
This report on Form 8-K may contain forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if they never
materialize or prove incorrect, could cause the results of the Company to
differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of revenue, expenses, earnings or losses from operations or
investments, or other financial items; any statements of the plans,
strategies and objectives of management for future operations; any
statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The risks, uncertainties and assumptions
referred to above include risks that are described from time to time in our
Securities and Exchange Commission, or the SEC, reports filed before this
report.
We use words such as anticipates, believes, expects, future, intends and
similar expressions to identify forward-looking statements. Our actual
results could differ materially from those projected in the forward-looking
statements for any reason. We caution you that forward-looking statements of
this type are subject to uncertainties and risks, many of which cannot be
predicted or quantified.
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 duly authorized officer.
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 duly authorized officer.
Date: October 16, 2007
UNITED ECOENERGY CORP.
By /s/ Robert Hipple
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Robert Hipple
Chief Financial Officer