-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DmgLPfei8qn/fXBKi28XTc+lT5RgDuQZS/zDq129SFA15KflqcngW8blFm+rAxAn kCg3PINDb6hC6Oosp39wJw== 0001096938-07-000003.txt : 20070329 0001096938-07-000003.hdr.sgml : 20070329 20070329111902 ACCESSION NUMBER: 0001096938-07-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070324 ITEM INFORMATION: Other Events FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: United EcoEnergy Corp. CENTRAL INDEX KEY: 0001096938 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 841517723 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00717 FILM NUMBER: 07726257 BUSINESS ADDRESS: STREET 1: P.O. BOX 339 STREET 2: 412 BREVARD AVENUE CITY: COCOA STATE: FL ZIP: 32923-0339 BUSINESS PHONE: 321-433-3860 MAIL ADDRESS: STREET 1: P.O. BOX 339 STREET 2: 412 BREVARD AVENUE CITY: COCOA STATE: FL ZIP: 32923-0339 FORMER COMPANY: FORMER CONFORMED NAME: MNS EAGLE EQUITY GROUP III INC DATE OF NAME CHANGE: 19991019 8-K 1 r8k-03292007.txt 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 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 is 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 will provide or arrange for additional working capital funding for the two portfolio companies at closing, and additional funding as needed thereafter. The original closing was scheduled for March 31, 2007, but the parties have agreed to extend the due diligence period until May 15, 2007 and the final closing date to May 31, 2007, in order to give the registrant time to complete due diligence for the investment. The extension was made by letter agreement signed on March 24, 2007. GEI Development, LLC is a Missouri limited liability company formed by an experienced management team from the solid waste, liquid waste treatment, energy production, chemical processing and alternative fuels industries. Solid Waste Properties, LLC is a company whose business model is focused on the acquisition of closed landfill sites in the US and then utilizing the value of the landfill gas and lease payments, as well as carbon reduction credits available from reducing the carbon emissions from the sites. 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: March 29, 2007 UNITED ECOENERGY CORP. By /s/ William K. Mackey -------------------------------- William K. Mackey Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----