-----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, SIZhnqN0yhQYOJa2QRi3v2fMvP0+scviAE70l7xOUk5C7Wy3U1dT/Z1UkWUYt2JV 9kd65D4Xp6mh3i/oFt0LWA== 0001096938-09-000014.txt : 20090910 0001096938-09-000014.hdr.sgml : 20090910 20090910085225 ACCESSION NUMBER: 0001096938-09-000014 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090910 DATE AS OF CHANGE: 20090910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: United EcoEnergy Corp. CENTRAL INDEX KEY: 0001096938 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 841517723 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 814-00717 FILM NUMBER: 091061683 BUSINESS ADDRESS: STREET 1: 1365 N. COURTENAY PARKWAY STREET 2: SUITE A CITY: MERRITT ISLAND STATE: FL ZIP: 32953 BUSINESS PHONE: 321-452-9091 MAIL ADDRESS: STREET 1: P.O. BOX 307 CITY: COCOA STATE: FL ZIP: 32923-0307 FORMER COMPANY: FORMER CONFORMED NAME: MNS EAGLE EQUITY GROUP III INC DATE OF NAME CHANGE: 19991019 10-Q/A 1 r-10qaueec6302009.htm UNITED ECOENERGY FORM 10-Q/A 6-30-2009

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 814-00717

UNITED ECOENERGY CORP.

(Exact Name of Registrant as Specified in Its Charter)

NEVADA & nbsp; 84-1517723
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. EmployerIdentification No.)

120 Wall Street, Suite 2401

New York, NY 10005

(Address of Principal Executive Offices) (Zip Code)

(646)-808-3094

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X ] No [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined by Rule 12b-2 of the Act).

Yes [ ] No [X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X ]

The number of shares of the Registrant’s Common Stock, $0.001 par value, outstanding as of August 1, 2009, was 46,124,415 shares.

TABLE OF CONTENTS

PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets as of June 30, 2009 and December 31, 2008 &nb sp; F-1

Schedule of Investments as of June 30, 2009 &nb sp; F-2

Statements of Operations for the Three-month periods ended June 30, 2009 and 2008 & nbsp; F-3

Statements of Operations for the Six-month periods ended June 30, 2009 and 2008 &nb sp; F-4

Statements of Cash Flows for the Six-month periods ended June 30, 2009 and 2008 &nb sp; F-5

Notes to Financial Statements &nb sp; F-6

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations &nb sp; 2

Item 3. Quantitative and Qualitative Disclosures about Market Risk &nb sp; 7

Item 4. Controls and Procedures & nbsp; 7

PART II. OTHER INFORMATION

Item 1. Legal Proceedings &n bsp; ; 8

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ; 8

Item 3. Defaults Upon Senior Securities &nb sp; 8

Item 4. Submission of Matters to a Vote of Security Holders 9

Item 5. Other Information &n bsp; ; 9

Item 6. Exhibits and Reports on Form 8-K &nbs p; 9

Signatures &nb sp; 9

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

UNITED ECOENERGY CORP.

BALANCE SHEETS

& nbsp; June 30, 2009 December 31, 2008

& nbsp; (unaudited)

& nbsp; ------------------- -----------------------

Assets:

Cash and cash equivalents                                                                                                                                                                       &n bsp;                                                                                                                       $            2,289          $                    383
Due from affiliate                                                                                                                                                                       &nbs p;                                                                                                                                                         3,550                            3,550
Accrued interest receivable                                                                                                                                                                       &nb sp;                                                                                                                                      3,291                           8,190

& nbsp; -------------- --------------

Total Current Assets & nbsp; 9,130 12,123

Other Assets:

Investments in Portfolio Companies &nbs p; 710,500 250,000

& nbsp; -------------- --------------

Total Assets & nbsp; $ 719,630 $ 262,123

& nbsp; ======== ========

Liabilities and Stockholders’ Equity (Deficit)

Accounts payable $ 141,883 $ 25,698

Due to affiliate &nbs p; 175,781 175,781

Notes payable to related parties 65,000 40,000

Accrued interest payable to related parties 11,518 9,542

Short term loans &n bsp; 3,865 3,865

Accrued interest payable 4,065 3,891

Convertible debenture &nbs p; 25,000 -

& nbsp; -------------- ---------------

Total Current Liabilities &n bsp; 427,112 258,777

Long Term Liabilities: & nbsp; - -

& nbsp; -------------- ---------------

Total Liabilities &n bsp; 427,112 &nbs p; 258,777

& nbsp; -------------- ---------------

Commitments and Contingencies: Note 9

Stockholders’ Equity (Deficit):
Common stock, par value $0.001 authorized 150,000,000 shares, issued and outstanding 45,965,231and 34,710,537 shares

at June 30, 2009 and December 31, 2008 &nb sp; 45,965 34,710

Convertible preferred stock, par value $0.001, authorized 5,000,000 shares, issued no shares at June 30, 2009 and December 31, 2008 - -

Additional paid-in capital 1,486,984 690,839
Accumulated deficit (1,240,431) (722,203)

& nbsp; &nbs p; --------------- ---------------

Total Stockholders’ Equity: 292,518 3,346

& nbsp; &nbs p; --------------- ---------------

Total Liabilities and Stockholders’ Equity: $ 719,630 $ 262,123

& nbsp; &nbs p; ========= =========

Net asset value per common share &n bsp; $ 0.00636 $ 0.00010

& nbsp; &nbs p; ========= =========

The accompanying notes are an integral part of these financial statements.

F-1

UNITED ECOENERGY CORP.

SCHEDULE OF INVESTMENTS (unaudited)

June 30, 2009

Portfolio Industry Amount Cost Fair % of

Investments or Number Value Net assets

------------------- --------------- -------------- --------------- &nbs p; ------------- --------------

City 24/7 LLC Technology $ 250,000 $ 250,000 $ - -

Secured Note Receivable due May 31, 2009

SSC, Inc. Automotive $ 200,000 $ 200,000 $ 200,000 68.4

Secured Note Receivable

Epic Wound Care, Inc. Health Health $ 10,500 $ 10,500 $ 10,500 3.6

Unsecured Loans Receivable

Epic Wound Care, Inc. Health 100,000 $ 500,000 $ 500,000 170.9

Common Stock

------------- -------------- ----------

Total &n bsp; $ 960,500 $ 710,500 242.9

======== ======== ======

The accompanying notes are an integral part of these financial statements.

F-2

UNITED ECOENERGY CORP.

STATEMENTS OF OPERATIONS

& nbsp; For the three months ended

& nbsp; June 30, 2009 June 30, 2008

& nbsp; (unaudited) (unaudited)

& nbsp; ----------------- ------------------

Investment income:

Interest income & nbsp; $ 3,291 $ -

Dividend income & nbsp; - -

Other income & nbsp; - -

& nbsp; ----------------- -----------------

Total income & nbsp; 3,291 -

Operating expenses:

Investment advisory fees

Base fee & nbsp; - -

Incentive fee &nbs p; - -

Capital gains fee &nbs p; - -

& nbsp; ---------------- ------------------

Total investment advisory fees &nb sp; - -

General and administrative:

Administrative expenses ; 106,250 18,750

Rent expense 1,650 1,650

Interest expense 1,106 2,425

Professional expenses ; 23,833 5,583

Other expenses ; 48,683 467

& nbsp; ---------------- ------------------

Total operating costs &n bsp; 181,522 28,875

& nbsp; ----------------- ------------------

Net operating loss &nb sp; (178,231) (28,875)

& nbsp; ----------------- ------------------

Loss on impairment of investment &nb sp; (265,690) -

Net unrealized appreciation in investments &n bsp; - -

& nbsp; ----------------- ------------------

Net decrease in stockholders’ equity resulting from operations &nb sp; $ (443,921) $ (28,875)

& nbsp; ========== ==========

Basic and diluted net decrease in stockholder equity per common share resulting from operations $ (0.0121) $ (0.0009)

& nbsp; ========== ==========

Weighted number of common shares outstanding-basic and diluted 36,838,656 32,781,639

& nbsp; ========== ==========

The accompanying notes are an integral part of these financial statements.

F-3

UNITED ECOENERGY CORP.
STATEMENTS OF OPERATIONS

& nbsp; For the six months ended

& nbsp; June 30, 2009 June 30, 2008

& nbsp; (unaudited) (unaudited)
& nbsp; ------------------ -----------------

Investment income:

Interest income & nbsp; $ 3,291 $ -

Dividend income & nbsp; - -

Other income & nbsp; - &nb sp; -

& nbsp; --------------- ---------------

Total income & nbsp; 3,291 -

Operating expenses:

Investment advisory fees

Base fee & nbsp; - -

Incentive fee &nbs p; - -

Capital gains fee &nbs p; - -

& nbsp; -------------- ---------------

Total investment advisory fees &nb sp; - -

General and administrative:

Administrative expenses ; 185,000 40,000

Rent expense 3,600 3,100

Interest expense 2,150 4,485

Professional expenses ; 23,833 5,583

Other expenses ; 8,746 5,951

& nbsp; --------------- ---------------

Total operating costs &n bsp; 263,329 59,119

& nbsp; -------------- ---------------

Net operating loss &nb sp; (260,038) (59,119)

-------------- ---------------

Loss on impairment of investments &n bsp; (258,190) -

Net unrealized appreciation in investments & nbsp; - -

& nbsp; -------------- ---------------

Net decrease in stockholders’ equity resulting from operations &nb sp; $ (518,228) $ (59,119)

& nbsp; ======== =========

Basic and diluted net decrease in stockholder’s equity per common share resulting from operations $ (0.0145) $ (0.0018)

& nbsp; ======== =========

Weighted number of common shares outstanding-basic and diluted 35,780,475 32,781,639

& nbsp; ========= =========

The accompanying notes are an integral part of these financial statements.

F-4

UNITED ECOENERGY CORP.

STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED

June 30, 2009 and 2008
(unaudited)

& nbsp; June 30, 2009 June 30, 2008

& nbsp; (Unaudited) (Unaudited)

& nbsp; ----------------- -----------------

Cash flows from operating activities:

Net decrease in stockholders’ equity resulting from operations &nb sp; $ (518,228) $ (59,119)

Adjustments to reconcile net decrease in stockholders’ equity resulting from operations to net cash used in operating activities:

Purchases of investments at cost &nb sp; (210,500) -

Loss on portfolio investment &nb sp; 258,190 -

Increase in accrued interest receivable &nb sp; (3,291) -

Increase in accounts payable 116,185 17,779

Increase in amounts due to affiliate &nbs p; - 12,500

Decrease in amounts due from affiliate &nbs p; - (600)

Increase in accrued interest payable 174 1,056

Increase in interest payable to related party &n bsp; 1,976 3,429

& nbsp; ------------- ------------

Net cash used in operating activities &nb sp; (355,494) (24,955)

Cash flows from financing activities:

Proceeds from short term loan & nbsp; 25,000 25,000

Proceeds from convertible debenture &nbs p; 25,000 -

Proceeds from stock issuance ; 307,400 -

& nbsp; ------------- ------------

Net cash provided by financing activities &nb sp; 357,400 25,000

& nbsp; &nbs p; ------------- -------------

Net increase (decrease) in cash &nb sp; 1,906 45

Cash, beginning of period & nbsp; 383 31

& nbsp; ------------- ------------

Cash, end of period & nbsp; $ 2,289 $ 76

& nbsp; ======== =======

Non-cash investing and financing transactions:

Stock issued for investment &nb sp; $ 500,000 $ -

& nbsp; ======== =======

The accompanying notes are an integral part of these financial statements.

F-5

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 1. Organization and Interim Financial Statements

United EcoEnergy Corp. (United EcoEnergy or the Company), a Nevada corporation, was organized in February, 1997 and is a closed-end investment company that filed an election to be treated as a business development company (BDC) under the Investment Company Act of 1940, (the 1940 Act) in February 2006.

As a BDC, the Company is subject to the filing requirements of the Securities Exchange Act of 1934 and has elected to be subject to Sections 55 to 65 of the 1940 Act, which apply only to BDCs. The Company is not a registered investment company under the 1940 Act, however, and is not required to file the semi-annual and annual reports required to be filed by registered investment companies under Section 30 of the 1940 Act. As a BDC, the Company also is not eligible to file its periodic reports under the 1934 Act as a small business issuer. As a BDC, the Company also is subject to the financial reporting requirements of Regulation S-X issued by the SEC. The original focus of the Company was primarily on investments in alternative energy companies, including bio-fuel companies. Changes in the alternative energy market and the inability to locate or close on suitable portfolio investments in this market lead the Company to rethink its market focus, a process which is ongoing. At June 30, 2009, the Company had no net assets invested in alternative energy companies and a total of $710,500 invested in other portfolio companies, as short term interest bearing loans and ownership of all of the outstanding stock of one company.

The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q, including Regulation S-X. Accordingly, certain information and footnote disclosures normally included in audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements that were included in the Form 10-K filed by the Company for the year ended December 31, 2008. As a BDC, and therefore as a non-registered investment company, the Company is subject to the normal financial reporting rules of Regulation S-X, as adopted by the SEC, in accordance with Regulation S-X 5.01. The accompanying financial reports have been prepared in accordance with the requirements of Regulation S-X, as explained and interpreted in the Audit and Accounting Guide for Investment Companies of the American Institute of Certified Public Accountants (May 1, 2009)(the Audit Guide).

Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full year.

F-6

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ, and those differences could be material.

The following are significant accounting policies consistently applied by the Company and are based on Chapter 7 of the Audit Guide, as modified by Appendix A:

Investments:

(a)

Securities transactions are recorded on a trade-date basis.

(b)

Valuation:

(1) Investments for which market quotations are readily available are valued at such market quotations.

(2) Short-term investments which mature in 60 days or less, such as U.S. Treasury bills, are valued at amortized cost, which approximates market value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and cost. Short-term securities which mature in more than 60 days are valued at current market quotations by an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available, or otherwise by a principal market maker or a primary market dealer). Investments in money market mutual funds are valued at their net asset value as of the close of business on the day of valuation.

(3) It is expected that most of the investments in the Company’s portfolio will not have readily available market values. Debt and equity securities whose market prices are not readily available are valued at fair value, with the assistance of an independent valuation service where the board of directors considers that advisable, using a valuation policy and a consistently applied valuation process which is under the direction of our board of directors. The factors that may be taken into account in fairly valuing investments include, as relevant, the portfolio company’sability to make payments, its estimated earnings and projected discounted cash flows, the nature and realizable value of any collateral, the financial environment in which the portfolio company operates, comparisons to securities of similar publicly traded companies and other relevant factors. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of these investments may differ significantly from the values that would have been used had a ready market existed for such investments, and any such differences could be material.

F-7

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 2. Significant Accounting Policies (continued)

As part of the fair valuation process, the Audit Committee of the Company will review the preliminary evaluations prepared by our investment advisor engaged by the Board of Directors, as well as management’s valuation recommendations and the recommendations of the Investment Committee.
Management and United EcoEnergy Corp. (“the Investment Advisor”) will respond to the preliminary evaluation to reflect comments provided by the Audit Committee. The Audit Committee will review the final valuation report and management’s valuation recommendations and make a recommendation to the Board of Directors based on its analysis of the methodologies employed and the various valuation factors as well as factors that the Investment Advisor and management may not have included in their evaluation processes. The Board of Directors then will evaluate the Audit Committee recommendations and undertake a similar analysis to determine the fair value of each investment in the portfolio in good faith.
(c) Realized gains or losses on the sale of investments are calculated using the specific identification method.
(d) Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis.
(e) Dividend income is recorded on the ex-dividend date.
(f) Loan origination, facility, commitment, consent and other advance fees received by us on loan agreements or other investments are accreted into income over the term of the loan.
Federal and State Income Taxes:
The Company has not elected to be treated as, and is not, a regulated investment company and does not presently intend to comply with the requirements of the Internal Revenue Code of 1986 (the Code), applicable to regulated investment companies. A regulated investment company as defined in Code Section 852(b)(5)(B) is required to distribute at least 90% of its investment company taxable income to shareholders, which the Company does not expect to do for the foreseeable future. Therefore, the Company must make appropriate provision for income taxes in accordance with SFAS 109, Accounting for Income Taxes, using the liability method, which requires the recognition of deferred assets and liabilities for the expected future tax consequences of temporary differences between carry amounts and tax basis of assets and liabilities. At June 30, 2009, the Company has approximately $1,240,432 of net operating loss carry-forwards available to affect future taxable income and has established a valuation allowance equal to the tax benefit of the net operating loss carry-forwards as realization of the asset is not assured.

The Company applies the provisions of FASB, Interpretation No. 48, or FIN 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement 109.” FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and

F-8

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 2. Significant Accounting Policies (continued)

measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Value of Financial Instruments
The carrying amounts reported in the balance sheet as of June 30, 2009 for cash and cash equivalents, due from affiliate, accrued interest receivable, accounts payable, due to affiliate, short term loans, and accrued interest payable approximate fair value because of the immediate or short-term maturity of these financial instruments. It was not practical to estimate the fair value of the convertible debt due to the nature of these items. These estimates would be based on the carrying amounts, maturities, effective interest rates and volatility of the Company’s stock. The Company does not believe it is practical due to the significant volatility of the Company’s stock.
Fair value estimates are made at a specific point in time, based on the terms of the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
The Company adopted SFAS 157 on January 1, 2008. This statement establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

a) Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives.

b) Level 2 - inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

c) Level 3 - unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models

F-9

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 2. Significant Accounting Policies (continued)

Dividends and Distributions:
Dividends and distributions to common stockholders will be recorded on the ex-dividend date. The amount, if any, to be paid as a dividend will be approved by the board of directors each quarter and will be generally based upon management’ estimates of our earnings for the quarter and our investment needs. Net realized capital gains, if any, will be reviewed at least annually as part of any distribution determination.

Consolidation:
As an investment company, the Company will only consolidate subsidiaries which are also investment companies. At June 30, 2009, the Company did not have any consolidated subsidiaries.

Managerial Assistance
As a business development company, we will offer, and provide upon request, managerial assistance to certain of our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. The Company expects to receive fee income for providing these services from each portfolio company.
Custodial Agreements
Rule 17f-1(c) issued under the Investment Company Act of 1940 provides that if a registered investment company places or maintains any of its investment securities in the custody of a member of a national securities exchange, then it may do so only pursuant to a written contract approved by its Board of Directors and containing certain required provisions. The Company, as a BDC, is not a registered investment company and in any event has no securities placed or maintained with such a member. Therefore, the Company does not have and has not filed, such an agreement with the SEC. In the event it does place any of its investment securities in the custody of a member of a national securities exchange, it will then prepare and enter into the required written agreement.
Fidelity Bond
Rule 17g-1 issued under the Investment Company Act of 1940 provides that a registered investment company must provide and maintain a fidelity bond against larceny or embezzlement by each officer or employee of the company who may have access to securities or funds of the company, directly or indirectly. The Company, as a BDC, is not a registered investment company and in any event has had no securities and minimal cash through most of its tenure as a BDC, and therefore has not obtained a fidelity bond. On August 7, 2009 the Company secured a fidelity bond and will undertake any related filings shortly.

F-10

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 2. Significant Accounting Policies (continued)

Recent Accounting Pronouncements:
In May 2009, the FASB issued FAS 165, “Subsequent Events”. This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires and entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of FAS 165 did not have a material impact on the Company’s financial condition or results of operation.

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual

F-11

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 2. Significant Accounting Policies (continued)

periods ending after September 15, 2009.The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.
Reclassifications

Certain amounts reflected in the accompanying financial statements for the year ended December 31, 2008 and the three and six month periods ended June 30, 2008 have been reclassified from that previously reported, in order to conform to current year classifications.

Note 3. Portfolio Investments

As required by the 1940 Act, we classify our investments by level of control. As defined in the 1940 Act, control investments are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally viewed to exist when a company or individual owns 25% or more of the voting securities of an investee company. Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist through ownership of an amount greater than 5% but less than 25% of the voting securities of the investee company. The Company currently has one controlled or affiliated investment represented by its ownership of 100 percent of Epic Wound Care, Inc.
In September, 2008 and October, 2008, the Company entered into two short-term secured promissory notes totaling $250,000 with City 24/7, LLC, with which it had previously entered into a portfolio investment agreement. Due to changes in the economic outlook generally and for the Internet industry in particular, the Company determined that the planned portfolio investment was no longer warranted, and terminated the investment. The two secured promissory notes remained outstanding and matured on December 31, 2008, at which time the Company began discussions with City 24/7, LLC for the repayment of the secured notes plus accrued interest, or the transfer of the assets securing the notes to the Company. Those discussions have continued, the maturity dates were extended to May 31, 2009 and, as of June 30, 2009, have resulted in a meeting with a potential new investor in City 24/7, LLC, which would result in the payment of the notes in full, including accrued interest. Despite these discussions, the Investment Committee of the Board of Directors of the Company has concluded, after a review of the situation, that an impairment loss for these notes is warranted at June 30, 2009. Accordingly, an impairment loss has been recorded, in the full principal amount of $250,000 plus all accrued interest at June 30, 2009. Subsequently, the Company has agreed to convert its outstanding liability into a ten percent ownership interest in City 24/7, LLC, but no change in the June 30, 2009 valuation of the investment has been made, pending future operating results of City 24/7, LLC.
In August 2008, the Company entered into an investment term sheet with Shelby Super Cars, Inc. (“SSC”), the developer of the Ultimate Aero super car for an investment in the company and the right to obtain up to 35 percent of the ownership of Shelby. The term sheet was reduced to an investment agreement in May 2009 and was announced in a press release on May 28, 2009. During May and June 2009, the Company advanced a total of $200,000 of the initial cash

F-12

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 3. Portfolio Investments(continued)

investment of $250,000, to SSC, which amount was secured by security agreement on an Ultimate Aero, which has a retail asking price of almost $1 million or more. In July 2009, SSC indicated it may attempt to renege on its investment agreement, and was unable to repay the $200,000 advance. The Company is exploring its legal options, but has not determined that the investment in SSC should be impaired, because of the existing security agreement.

In June 2009, the Company closed on the acquisition of the intellectual property of Epic Wound Care, LLC, through a wholly-owned portfolio investment company, Epic Wound Care, Inc. Epic Wound Care, LLC had contracted to acquire the intellectual property to manufacture and distribute an innovative gauze to serve the wound care market. The acquisition of the Epic intellectual property was closed in exchange for the issuance of 10 million shares of the Company’s common stock and with another 20 million shares to be held in escrow by the Company pending satisfaction of certain performance targets by Epic over the next 18 months. If the performance targets are not met, then all except 5 million shares of the 20 million shares in escrow will be canceled by the Company. The escrow shares are not reported as issued because the Company controls the voting of the shares, and will not be considered as issued until and unless the contingencies are met. The 10 million shares issued at closing to the sellers have been valued at $500,000, based on a prior, third party offer to purchase the intellectual property for more than $1 million made by the current distributor prior to the acquisition by the Company, and is reported at that value in the financial statements included in this report.

Note 4. Related Party Agreements and Transactions

Investment Advisory Agreement
The Company entered into an investment advisory agreement with United EcoEnergy Advisors, LLC (the Investment Advisor) in March 2006 under which the investment advisor, subject to the overall supervision of the board of directors of the Company, agreed to provide investment advisory services to the Company.

A majority of the membership interests in the investment advisor was and is owned by Patrick Donelan and Adam Mayblum, who are also together the majority owners of the common stock of the Company, either directly or indirectly through their ownership of Enterprise Partners, LLC. Mr. Mayblum also serves as a director of the Company.

The investment advisory agreement was submitted to the shareholders for approval and was approved by the shareholders at the Annual Meeting of shareholders in June 2006. The investment advisory agreement had an initial term of two years, but was subject to annual review and approval by the Board of Directors of the Company as required by the Investment Company Act of 1940. The Board reviewed and approved the continuation of the agreement in May 2007, and also agreed to extend the initial two year term for an additional two years, to June 30, 2010, subject again to the required annual review and approval of the Agreement by the Board of Directors. The Agreement was reviewed in June 2008 by the Board of Directors and the Board

F-13

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 4. Related Party Agreements and Transactions (Continued)

approved a new Investment Advisory Agreement, but no shareholder action has been taken on the proposed amended agreement. Consideration of renewal or modification of the investment advisory agreement is under discussion between the Board of Directors and the Investment Advisor, and if approved, will be submitted for approval of the shareholders at the next Annual meeting, expected to be held in September, 2009.

No investment advisory fees have been accrued for the quarter ended June 30, 2009.

Administration Agreement

On September 1, 2008, the Company entered into an Administration Agreement with Enterprise Administration, LLC, under which the latter provides administrative services to the Company, either directly or through sub-administration agreements. Enterprise Administration, LLC is owned by Mr. Mayblum and Mr. Donelan. Under the terms of the Agreement, all management and administration, and related operating needs are provided by Enterprise Administration, LLC to the Company, and the Company reimburses Enterprise Management, LLC for the actual costs of the services on a monthly basis.
Enterprise Administration, LLC billed the Company for administrative services in the amount of $26,250 for April, May and June, 2009, a total of $78,750, all of which is included in accounts payable at June 30, 2009. The amounts charged by Enterprise Administration, LLC was made up of the following administrative services:

Provider Service Amount

------------ ------------------------------------------------ ------------------------------

FSR, Inc. Chairman and CEO services of Kelly T. Hickel $ 5,000
CF Consulting, LLC Consulting principal financial officer and corporate counsel services $ 6,250

Tower 1 Consultants Services of Adam Mayblum, as Director of Business Development,

Patrick Donelan as Director of Corporate Finance $ 15,000

-----------

$ 26,250

Enterprise Administration, LLC does not generate any net revenues from the Administration Agreement. Subsequent to June 30, 2009, the Company has entered into an agreement with Enterprise Administration, LLC to cancel the Administration Agreement as well as the amounts due by the Company under that Agreement. This agreement will be reduced to writing and all accrued amounts due under the Agreement will then be cancelled. Mr. Mayblum and Mr. Donelan, who own Enterprise Administration, LLC, also are the equal owners of United EcoEnergy Advisors, LLC, the Investment Advisor, and of Enterprise Partners, LLC, which owns 6,515,760 shares of the common stock. Mr. Mayblum and Mr. Donelan also each own or

F-14

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 4. Related Party Agreements and Transactions (Continued)

control 7,321,270 shares of the Company’s common stock. Collectively, Mr. Mayblum, Mr. Donelan and Enterprise partners, LLC own or control 21,158,300 shares of the common stock, representing 60.9 percent of the outstanding shares.

Roadrunner Capital Group, LLC is a New Jersey limited liability company. Chris Messalas is the sole managing member of Roadrunner and is deemed to have the right to direct the voting and dispositive control over the common stock that Roadrunner owns. Pursuant to an Option Agreement with Adam Mayblum, Patrick Donelan and Enterprise Partners, LLC, Roadrunner has the right to purchase up to an additional 5,915,760 shares of common stock at an exercise price of $.00079 per share, but Roadrunner is restricted from exercising that portion of the Option, which when added to the sum beneficially owned, (as such term is defined under Section 13(d) and Rule 13d-3 of the Securities Exchange Act of 1934, as amended, (the 1934 Act)), by Roadrunner and its affiliates, would exceed 9.5% of the number of shares of Common Stock outstanding on the date of exercise, as determined in accordance with Rule 13d-1(j) of the 1934 Act. The options if not exercised, expire at 5:00 p.m. Eastern Time on June 1, 2010.
Leaddog Capital, L.P. is a Delaware limited partnership. Chris Messalas is the Chief Executive Officer, President and a Director of Leaddog Capital Partners, Inc. which is the general partner of Leaddog Capital, L.P., and therefore, Mr. Messalas is deemed to have the right to direct the voting and dispositive control over the common stock in the Company that Leaddog Capital, L.P. owns. Adam Mayblum, Patrick Donelan and Enterprise Partners, LLC entered into an Option Agreement dated December 11, 2007, for the sale of up to 2,000,000 shares of UEEC Common Stock to Leaddog Capital L.P. at an exercise price of $0.00079 per share. Leaddog Capital L.P. exercised its option to purchase all 2,000,000 shares of common stock in July, 2009. Adam Mayblum, Patrick Donelan and Enterprise Partners, LLC also have entered into an Option Agreement dated December 11, 2007, for the sale of up to 2,500,000 shares of common stock held by them to Albert Wardi at an exercise price of $0.00079 per share. Mr. Wardi has exercised his option in part and has received 1,500,000 shares of UEEC Common Stock. Mr. Wardi is a registered representative and currently holds FINRA Series 7, 24 and 63 licenses that are registered with Carlton Capital, Inc. Chris Messalas is the Chief Executive Officer, President and sole Director of The Carlton Companies, Inc., which is the parent company of Carlton Capital, Inc.

F-15

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009
(unaudited)

Note 4. Related Party Agreements and Transactions (Continued)

Amounts Due To and From Affiliates

Amounts due from affiliate totaling $3,550 at June 30, 2009 and December 31, 2008, represent short-term, non-interest bearing advances to an affiliated company. The amounts due to affiliate of $175,781 at June 30, 2009 and December 31, 2008,represent funds advanced to and expenses paid by Enterprise Partners, LLC for the Company in prior years.

Note 5. Stockholders’ Equity.

The Company issued a total of 11,254,694 common shares during the quarter ended June 30, 2009. A total of 1,254,694 shares were issued for cash consideration of $307,400, or $0.245 per share, and 10 million shares were issued for the acquisition of the intellectual property of Epic Wound Care, LLC in Epic Wound Care, Inc. as a portfolio company. The acquisition of the Epic intellectual property was closed in exchange for the issuance of 10 million shares of the Company’s common stock and with another 20 million shares to be held in escrow by the Company pending satisfaction of certain performance targets by Epic over the next 18 months. If the performance targets are not met, then all except 5 million shares of the 20 million shares in escrow will be canceled by the Company. The escrow shares are not reported as issued because the Company controls the voting of the shares, and will not be considered as issued until and unless the contingencies are met. The 10 million shares issued at closing to the sellers have been valued at $500,000, based on a prior, arm’s length offer to purchase the intellectual property for more than $1 million made by the current distributor prior to the acquisition by the Company, and is reported at that value in the financial statements.

Note 6. Financial Highlights

Financial Highlights
The following is a schedule of financial highlights for the three months ended June 30, 2009 and for the twelve months ended December 31, 2008:

CHANGES IN NET ASSET VALUE

For the For the

six months twelve months

ended ended

June 30, 2009 December 31, 2008

----------------- -----------------------

Net asset value at beginning of period (1) $ 0.00007 $ (0.00832)

Proceeds from common stock 0.01757 0.01639

Net investment income (loss) (0.00007) (0.00024)

Loss on impairment of investment (0.00562) -

Operating costs (0.00573) (0.00821)

------------- --------------

Net asset value, end of period (2) $ 0.00636 $ 0.00010

F-16

UNITED ECOENERGY CORP.

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

(unaudited)

Note 6. Financial Highlights(continued)

(1) Financial highlights as of June 30, 2009 and December 31, 2008 are based on 45,965,231 and 34,710,537 common shares outstanding, respectively.

(2) Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in each period. The total return is not annualized.

Note 7. Other Matters

On February 1, 2007, the Company borrowed the sum of $50,000 from an existing minority shareholder for a six month term with interest due at maturity at the rate of 9 percent per year. The Company also issued a warrant to purchase 8,000 shares of common stock at an exercise price of $0.40 per share for a period of two years. In September, 2008, a total of $30,000 was paid in principal on this note, and an additional $5,000 was paid on November 12, 2008, leaving a principal balance of $15,000 due at June 30, 2009. A total of $8,032 in interest has accrued on the loan as of June 30, 2009. The warrant has expired. The maturity date on the note has been extended to September 30, 2009.

On February 22, 2008, the Company borrowed $25,000 from Leaddog Capital, LP and issued its promissory note payable on the earlier of the date that an additional $350,000 in capital is raised for the Company or October 22, 2008. The note carries interest at 10 percent. Leaddog Capital also received 100,000 shares of common stock, issued on April 1, 2008, as a placement fee. The maturity date on the note has been extended to August 31, 2009. A total of $3,486 in interest has accrued on this note as of June 30, 2009.

On March 27, 2007, the Company borrowed the sum of $30,000, $15,000 each from two unrelated parties for a six month term with interest due at maturity at the rate of 9 percent per year. The Company also issued a warrant to purchase 3,000 shares of common stock to each of the parties at an exercise price of $0.40 per share for a period of two years. In September, 2008, the Company paid a total of $8,368 in principal on each note, and an additional $4,700 was paid on each note on November 12, 2008, leaving a principal balance of $1,933 due on each note at June 30, 2009. A total of $2,032 in interest has been accrued on each of the two loans as of June 30, 2009. The warrants have expired. The maturity date on the notes has been extended to September 30, 2009. The borrowed funds were used as general working capital for the Company.

On June 30, 2009, the Company borrowed $25,000 from Leaddog Capital, LP in exchange for a short term note payable bearing interest at 12 percent.

Note 8. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the accumulated deficit of $1,240,431 and recurring net losses. The ability of the Company to continue as a going concern is dependent upon acquiring suitable portfolio investments and obtaining additional capital and financing. Management’s plan in this regard is to acquire portfolio investment operating entities and secure financing and operating capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 9. Commitments and Contingencies

As part of the acquisition of the intellectual property related to the wound care products from Epic Wound Care, LLC, the Company agreed to issue 20 million common shares in escrow, retaining the voting rights on the shares, pending the satisfaction of contingent performance provisions of the acquisition agreement.

If the performance targets are not met, then all except 5 million shares of the 20 million shares in escrow will be canceled by the Company. The escrow shares are not reported as issued because the Company controls the voting of the shares, and will not be considered as issued until and unless the contingencies are met.

F-17

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

This quarterly report on Form 10-Q contains 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.

The forward-looking statements included in this quarterly report represent our estimates as of the date of this quarterly report. We specifically disclaim any obligation to update these forward-looking statements in the future. Some of the statements in this quarterly report constitute forward-looking statements, which relate to future events or our future performance or financial condition. Such forward-looking statements contained in this quarterly report involve risks and uncertainties. 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.

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Form 10-Q, as well as the risk factors included in our Form 10-K filed for the year ended December 31, 2008.

Overview

We were incorporated under the Nevada General Corporation Law in February 1997 as MNS Eagle Equity Group III, Inc., and were a development stage company through the end of 2005, and until we changed our business model with the election to be treated as a business development company on February 28, 2006. On February 21, 2006, we changed our corporate name to United EcoEnergy Corp., to reflect our new business model and plan by the filing of an amendment to its Articles of Incorporation with the State of Nevada on February 21, 2006.
In January, 2007, our common shares were admitted for quotation on the OTC Bulletin Board under the symbol UEEC.

We have elected to be treated as a business development company under the 1940 Act. Accordingly, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in qualifying assets, including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. As of June 30, 2009, we have made portfolio investments in a short term secured loan to City 24/7, LLC and in the acquisition of the intellectual property of Epic Wound Care, LLC, through Epic Wound Care, Inc. During 2007 and 2008, we had entered into investment agreements to acquire a controlling interest in several companies, on the recommendation of our investment adviser and with the approval of our Investment Committee. In both cases, the results of due diligence investigation of the companies resulted in the abandonment of both investments in 2008, despite the considerable time and effort devoted to the acquisitions.

In September 2008 and October 2008, we entered into two short-term secured promissory notes totaling $250,000 with City 24/7, LLC, with which we had previously entered into a portfolio investment agreement. Due to changes in the economic outlook generally and for the internet industry in particular, we determined that the planned portfolio investment was no longer warranted, and terminated the investment. The two secured promissory notes remained outstanding and matured on December 31, 2008, at which time the Company began discussions with City 24/7, LLC for the repayment of the secured notes plus accrued interest, or the transfer of the assets securing the notes to the Company. Those discussions have continued, the maturity dates was extended to May 31, 2009 and have resulted in a meeting with a potential new investor in City 24/7, LLC, which would result in the payment of the notes in full, including accrued interest. Subsequently, we have agreed with City 24/7, LLC to convert the principal and all accrued interest on the loans into a ten percent ownership interest in City 24/7, LLC. However, despite these later discussions and agreement, the Investment Committee of our Board of Directors has concluded, after a review of the situation, that an impairment loss for these notes is warranted at June 30, 2009 for the full amount of the principal and interest due on the notes.

In September 2008, we entered into an investment term sheet with Shelby Super Cars, Inc. (SSC), of Richland, Washington, the manufacturer and developer of the Shelby super car known as the Ultimate Aero. The Ultimate Aero is an 1183 horsepower extreme performance car which holds the land speed record as the world’s fastest production car. SSC, Inc. also has developed the Ultimate Aero EV, a 100 percent green supercar, which is expected to capture the world record as the fastest electric car. In May, 2009, we signed a final investment agreement to close on the initial portfolio investment in SSC, Inc. and advanced a total of $200,000 (of an agreed $250,000) as the initial cash investment, secured by a security agreement pledging an Ultimate Aero valued at almost $1 million as security. In July and August 2009, SSC has indicated it may attempt to renege on the investment agreement, a matter which is currently under review and discussion with our legal counsel. No impairment loss has been taken for the $200,000 advanced to SSC since it is secured by a security agreement.

In June 2009, we closed on the acquisition of the intellectual property and assets of Epic Wound Care, LLC, through a wholly-owned portfolio investment company, Epic Wound Care, Inc. Epic Wound Care, LLC had contracted to acquire the intellectual property to manufacture and distribute an innovative gauze to serve the wound care market. The acquisition of the Epic intellectual property was closed in exchange for the issuance of 10 million shares of the Company’s common stock and with another 20 million shares to be held in escrow by the Company pending satisfaction of certain performance targets by Epic over the next 18 months. If the performance targets are not met, then all except 5 million shares of the 20 million shares in escrow will be canceled by the Company. The escrow shares are not reported as issued because the Company controls the voting of the shares, and will not be considered as issued until and unless the contingencies are met. The 10 million shares issued at closing to the sellers have been valued at $500,000, based on a prior, arm’s length offer to purchase the intellectual property for more than $1 million made by the current distributor prior to the acquisition by the Company, and is reported at that value in the financial statements included in this report.

Operating Activities

As of June 30, 2009, our operating activities have involved identifying suitable portfolio investments, negotiating investment terms, entering into investment agreements and undertaking due diligence. We also completed additional fund raising activities to support our portfolio investment activities and closed on the acquisition of the intellectual property relating to the wound care product through Epic Wound Care, Inc. The Investment Committee of our Board of Directors met in August, 2009 to consider each of the separate portfolio investments and their valuations as of June 30, 2009, based on a valuation report from our investment advisor. After considering the companies, their operations, business model and other relevant factors, our Investment Committee approved the valuation recommendations of our investment advisor for approval by the Audit Committee of our Board of Directors. The Audit Committee than approved the impairment loss of the investment in City 24/7, LLC in the full amount of the principal on the two promissory notes, $250,00, plus all accrued interest, although we later agreed with City 24/7 to convert the amount due into an ownership in that company.

Critical Accounting Policies

In determining the fair value of our investments, the Audit Committee may consider valuations from an independent valuation firm, from our Investment Committee and from management, as well as other appropriate indicators of the value of our portfolio, in its discretion.

Results of Operations

For the quarter ended June 30, 2009, we incurred administrative expenses of $106,250 rent expense of $1,650, interest of $1,106, professional fees of $23,833 and other expenses totaling $48,683, compared to consulting expenses of $18,750, rent expenses of $1,650, interest of $2,425, professional expenses of $5,583 and other expenses of $467 for the quarter ended June 30, 2008. Our total expenses were $181,522 and $28,875, respectively for the quarters ended June 30, 2009 and 2008. We had $3,291 of investment income (interest) for the quarter ended June 30, 2009. We also reported an investment loss of $265,690 from the impairment loss with respect to the investment in City 24/7, LLC, made up of principal of $250,000 and interest accrued to March 31, 2009 of $15,690.

For the six months ended June 30, 2009, we incurred administrative expenses of $185,000, rent expense of $3,600, interest of $2,150, professional fees of $23,833 and other expenses totaling $48,746, compared to consulting expenses of $40,000, rent expenses of $3,100, interest of $4,485, professional expenses of $5,583 and other expenses of $5,951 for the quarter ended June 30, 2008. Our total expenses were $263,329 and $59,119, respectively for the six months ended June 30, 2009 and 2008. We had $3,291 of investment income (interest) for the six months ended June 30, 2009.

Financial Highlights

Financial highlights of the Company for the period ending June 30, 2009 are included in Footnote 6 to our Financial Statements.

Investment Activity

There were no additional portfolio investments made during the three months ended June 30, 2009 other than as noted above.

Investment Income

We expect to generate revenue in the form of interest income on the debt securities that we own, dividend income on any common or preferred stock that we own, and capital gains or losses on any debt or equity securities that we acquire in portfolio companies and subsequently sell. Our investments, if in the form of debt securities, will typically have a term of one to ten years and bear interest at a fixed or floating rate. To the extent achievable, we will seek to collateralize our investments by obtaining security interests in our portfolio companies assets. We also may acquire minority or majority equity interests in our portfolio companies, which may pay cash or in-kind dividends on a recurring or otherwise negotiated basis. In addition, we may generate revenue in other forms including commitment, origination, structuring or due diligence fees, and possibly consultation fees. Any such fees generated in connection with our investments will be recognized as earned. We accrued $3,291 in investment income during the quarter ended June 30, 2009.

Operating Expenses

Operating expenses for the quarter ended June 30, 2009 are broken down as follows:

Administration expenses $ 78,7 50

Rent 1,6 50

Interest 1,106

Bank fees 277

Consulting 27,500

Insurance 2,169

Marketing 2,250

Offering expenses 33,990

Professional fees 23,833

Transfer agent 6,720

Other expenses 3,277

---------

Total operating expense $ 181,522

On September 1, 2008, we entered into an Administration Agreement with Enterprise Administration, LLC, under which the latter provides administrative services to us, either directly or through sub-administration agreements. Enterprise Administration, LLC is owned by Mr. Mayblum and Mr. Donelan. Under the terms of the Agreement, all management and administration, and related operating needs are provided by Enterprise Administration, LLC to the Company, and we reimburses Enterprise Management, LLC for the actual costs of the services on a monthly basis.

Enterprise Administration, LLC billed us for administrative services in the amount of $26,250 for April, May and June, 2009, a total of $78,750, all of which is included in accounts payable at June 30, 2009.

Net Investment Income, Net Unrealized Appreciation and Net Increase in Stockholders’ Equity Resulting from Operations

Our net investment loss totaled $265,690 for the quarter ended June 30, 2009 compared to $0 for the quarter ended June 30, 2008 and $0 for the year ended December 31, 2008. Net decrease in stockholders’ equity totaled $443,921 for the quarter ended June 30, 2009 compared to $28,875 for the quarter ended June 30, 2008.

Financial Condition, Liquidity and Capital Resources

A total of $2,032 in interest has been accrued on each of the two loans as of June 30, 2009. The warrants have expired. The maturity date on the notes has been extended to September 30, 2009. The borrowed funds were used as general working capital for the Company.

On February 22, 2008, the Company borrowed $25,000 from Leaddog Capital, LP and issued its promissory note payable on the earlier of the date that an additional $350,000 in capital is raised for the Company or October 22, 2008. The note carries interest at 10 percent. Leaddog Capital also received 100,000 shares of common stock, issued on April 1, 2008, as a placement fee. The maturity date on the note has been extended to August 31, 2009. A total of $3,385 in interest has accrued on this note as of June 30, 2009.

On June 30, 2009, the Company borrowed $25,000 from Leaddog Capital, LP in exchange for a short term note payable bearing interest at 12 percent.

We filed a Form 1-E notice and offering circular with the SEC on November 24, 2008, which became effective ten calendar days later, to raise additional capital for our portfolio investment activities. Under Regulation E, a business development company can offer and sell up to $5,000,000 in value of its stock in any consecutive, rolling 12 month period so long as the provisions of Regulation E are met. A total of $304,700 was raised under this 1-E offering at a price of $0.245 per share during the six month period through June 30, 2009.The funds were used as working capital and for the investment in Shelby Super Cars.

By letter dated April 10, 2009, the SEC advised us that it had reviewed the 1-E filing and related documents filed in November, 2008, and raised a number of comments and requested changes to the offering and offering documents, as well as previously filed periodic reports filed by us on Forms 10-Q and 10-K. We responded to the Staff comments by letter dated August 21, 2009.

We generated no cash flows from operations during 2008 and the current year to date through June 30, 2009. In the future, we may fund a portion of our investments through borrowings from banks, issuances of senior securities or secondary offerings of equity, including further exempt offerings. We may also securitize a portion of our investments in mezzanine or senior secured loans or other assets. Our primary use of funds will be investments in portfolio companies.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2008, which could materially affect our business, financial condition or future results.

The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are subject to financial market risks, including changes in interest rates, equity price risk and some of the loans in our portfolio may have floating rates in the future. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of higher interest rates with respect to our portfolio of investments. During the six months ended June 30, 2009 and the twelve months ended December 31, 2008, we did not engage in any hedging activities.

Item 4. Controls and Procedures.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chairman of the Audit Committee, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934).

Based on that evaluation, as of June 30, 2009, we have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to the Company that is required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934.

Internal Control Over Financial Reporting

Our management, under the supervision and with the participation of our Chief Executive and Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such responsibility is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, and for performing an assessment of the effectiveness of internal control of financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. There have been no changes in our internal controls over financial reporting that occurred during the three and six months ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a defendant in any legal action arising out of our activities. We are not aware of any other material pending legal proceeding, and no such material proceedings are known to be contemplated, to which we are a party or of which any of our property is subject.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We sold no common shares during the quarter ended June 30, 2009 in unregistered offerings, except for the 10 million shares of common stock issued in the acquisition of the intellectual property of Epic Wound Care, LLC, which were issued in restricted form under the exemption for private offerings of stock under Section 4(2) of the Securities Act of 1933. We sold a total of 1,254,694 shares under the Regulation E offering for total consideration of $307,400.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

By letter dated April 10, 2009, the SEC advised us that it had reviewed our 1-E filing and related documents filed in November, 2008, and raised a number of comments and requested changes to the offering and offering documents, as well as previously filed periodic reports filed by us on Forms 10-Q and 10-K. We responded to this Staff comment letter by letter dated August 21, 2009.

On August 3, 2009 the Company began a review of its existing investment advisory agreement with United EcoEnergy Advisors, LLC in order to determine its suitability for our intended operations and activities.

On August 11, 2009, we entered into an agreement with City 24/7, LLC under which we will convert the outstanding principal and interest due under the existing notes in the total principal amount of $250,000 to a 10 percent membership interest in City 24/7.

On August 11, 2009, Mr. Winston Willis was appointed Chief Compliance Officer of the Company. Mr. Willis is currently a director and officer of another public company.

On August 11, 2009 the Company terminated the existing Administration Agreement with Enterprise Administration, LLC. and will also reverse the accruals of outstanding administration fees.

On August 12, 2009, Greenbaum, Rowe, Smith & Davis, LLP was retained as SEC counsel to the Company.

Item 6. Exhibits

Exhibit Description of Exhibit

10.0 Agreement and Plan of Acquisition between United EcoEnergy Corp. and Epic Wound Care, LLC dated May 19, 2009

10.1 Investment Agreement with Shelby Super Cars, Inc.

31 Certification of Chief Executive and Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)

32 Certification of Chief Executive and Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350

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 thereunto duly authorized.

_/s/__Kelly T. Hickel September 9, 2009

Kelly T. Hickel
Chief Executive and Financial Officer

EX-10 2 r-ex10epic.htm AGREEMENT TO ACQUIRE EPIC WOUND CARE

AGREEMENT AND PLAN OF ACQUISITION

between
UNITED ECOENERGY CORP.
and

EPIC WOUND CARE, llc

Dated

May19, 2009

AGREEMENT AND PLAN OF ACQUISITION ("Agreement") dated as of May 19, 2009 between United EcoEnergy Corp., a Nevada corporation (“UEEC”), and Epic Wound Care LLC, a Nevada limited liability company (“Epic”)

RECITALS

WHEREAS, the Board of Directors or Managers of each of UEEC and Epic deem it advisable for the general welfare of Epic and its members, that UEEC acquire the operating assets and businesses of Epic hereafter identified; and

WHEREAS, as a business development company under the Investment Company Act of 1940, UEEC deems it appropriate that the operating assets and businesses of Epic to be acquired by UEEC be acquired by a new corporation formed by UEEC for the purpose (sometimes herein referred to as the “Company”) by the issue of shares of UEEC to the members of Epic or to their designees (collectively “Sellers”) as a portfolio investment of UEEC;

NOW, THEREFORE, UEEC, Epic and Company agree that the assets and business of Epic as hereafter identified (the “Assets”) shall be transferred to the Company in exchange for shares in UEEC to be issued to Sellers, that UEEC shall hold all of the issued and outstanding shares of Company, and that the terms and conditions of the acquisition and the manner of carrying it into effect shall be as follows:

ARTICLE 1: THE STOCK ACQUISITION

1.1 Acquisition. At the Effective Time (as defined in Section 1.2), upon the terms and subject to the conditions of this Agreement, UEEC shall hold all of the issued and outstanding shares of Company and Company shall acquire all of the Assets of Epic in exchange for a total of up to Thirty Million (30,000,000) shares of the common stock of UEEC (the “Shares”) on the terms and conditions hereafter set forth. This Agreement shall be submitted to the Boards of Directors of UEEC and Epic in the manner prescribed by, and if required by, applicable laws and, if applicable, approved at shareholder meetings called for that purpose or by written consents in lieu of meetings.

1.2 Transfer of Shares. UEEC shall cause to be issued at Closing stock certificates for a total of 30,000,000 shares of the common stock of UEEC, on the following basis:

1.2.1 Initial Issue and Transfer. At Closing, UEEC shall issue to Sellers certificates for a total of 10,000,000 Shares, in such names and in such amounts as Sellers shall designate before Closing, and Epic shall transfer and convey to the Company all of the Assets of Epic.

1.2.2. Second Issue and Transfer. At Closing, UEEC shall issue to the escrow agent to be named by the Parties at Closing, certificates for a total of 10,000,000 Shares, in such names and in such amounts as Sellers shall designate before Closing, which shares shall be released by the escrow agent within five (5) business days after the first to occur of (i) the closing bid price for UEEC common stock on the trading market on which such stock is then trading is $1.25 per share for any thirty (30) consecutive trading days or (ii) the Company earns cumulative gross revenues from operations of $2,000,000 or more in the first twelve (12) full calendar months after Closing; provided, however, that if neither condition has been met by the 15^th day of the thirteenth month after Closing, then the Shares under this Section 1.2.2 shall be returned by the escrow agent to UEEC, shall be cancelled, and Sellers shall have no further claim to any such Shares.

1.2.3 Third Issue and Transfer. UEEC shall issue to the escrow agent to be named by the Parties at Closing, certificates for a total of 10,000,000 Shares, in such names and in such amounts as Sellers shall designate before Closing, which shares shall be released by the escrow agent within five (5) business days after the first to occur of (i) the Company earning cumulative gross revenues from operations of $5,000,000 or more in any consecutive period of twelve full calendar months after Closing, and (ii) the date which is eighteen (18) calendar months after the date of Closing; provided, however, that if the condition listed in Section 1.2.3(i) has not occurred by the date which is eighteen (18) calendar months after the date of Closing, then only 5,000,000 of the 10,000,000 Shares held in escrow shall be released to Sellers if the Company does not then hold 100 percent of the exclusive rights to develop, distribute, market and sell the product known as Prestich, and the remaining 5,000,000 Shares shall be returned by the escrow agent to UEEC, shall be cancelled, and Sellers shall have no further claim to any such Shares.

1.2.4. Early Release from Escrow. In the event that UEEC sells the stock of the Company acquired hereunder, or substantially all of the assets of the Company, for an amount greater than $15 million in total consideration, then any Shares still held in escrow at the closing of such a transaction under Articles 1.2.2 or 1.2.3 shall be released to Sellers by the escrow agent.

1.2.5 Restrictions on Re-sale. For purposes of Article 1.2.4, UEEC agrees that, for a period of twelve (12) months after Closing, it will not sell, convey or transfer the assets of the Company, or sell, convey or transfer the stock of the Company acquired hereunder, for a total consideration of less than $30 million without the prior consent of Sellers.

1.2.6. Voting of Escrow Shares. The Shares shall be held by a mutually agreed upon escrow agent, agreed upon between UEEC and Epic at or before Closing. For all purposes in which shareholders of UEEC are entitled to vote on any matter, the Shares held by the escrow agent under Articles 1.2.2 and 1.2.3 shall vote as directed by written instructions delivered by the Chairman and CEO of UEEC to the escrow agent, and Sellers shall have no rights to vote such Shares until the Shares are released by the escrow agent.

1.3 Effective Time; Closing. Immediately upon the execution of this Agreement by Epic and the execution and adoption of this Agreement by the Boards of Directors of Company, Epic and UEEC, and the satisfaction or waiver of the conditions set forth in Article 5 (the last date of such execution, satisfaction or waiver being the "Effective Time"), the parties hereto shall, within ten (10) days of the Effective Time, cause the Asset acquisition to be consummated by executing and delivering the acquisition documents as provided herein, and the parties shall take all such other and further actions as may be required by law to cause the Asset acquisition to become effective immediately (the “Closing”). The parties anticipate that the Closing shall be on or before May 31, 2009.

1.4 Effect of the Acquisition. At and after the Closing, Company shall continue as a separate corporate entity and as a wholly owned subsidiary of UEEC, all of the business, property, rights, privileges, powers and franchises of Epic and all debts, liabilities and duties of Epic, shall be transferred to and continue in the Company.

1.5 Articles of Incorporation; By-Laws; Directors and Officers.

(a) At the Effective Time, the Articles of Incorporation of Company as in effect immediately before the Effective Time shall continue as the Articles of Incorporation of Company until thereafter amended as provided by law.

(b) At the Effective Time, the By-Laws of Company, as in effect immediately before the Effective Time, shall continue as the By-Laws of Company until thereafter amended as provided by law, the Articles of Incorporation of Company and such By-Laws.

(c) The board of directors of Company after the Effective Time shall be elected by written consent action of UEEC as the sole shareholder of Company entitled to vote thereon in lieu of an Annual or Special Meeting of Shareholders, to serve until their successors are duly elected or appointed and shall qualify. The officers of Company shall thereafter be elected by the newly elected Board of Directors and shall serve until their successors are duly elected or appointed and shall qualify.

ARTICLE 2: ASSETS

2.1 Working Capital Amount. The Assets to be acquired from Epic shall include all of the assets used inor necessary to the operationof the business or propsed business of Epic, and shall include the assets identified on Schedule 2.1.

2.2 Debt Assumption. All outstanding liabilities and expenses for operations of Company, and its predecessor in interest as listed on Schedule “2.2”, shall be currently reflected on the financial records of Company at Closing and will be paid in due course by Company. There will be no other liabilities and debts of Company not reflected on Schedule “2.2”.

Article 3: REPRESENTATIONS AND WARRANTIES OF UEEC

UEEC represents and warrants to, and agrees with, Epic as follows:

3.1 Organization. UEEC is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with its principal place of business located in Florida. UEEC has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. UEEC is duly qualified to do business and in good standing as a foreign corporation in each other jurisdiction, if any, in which its property or business makes such qualification necessary.

3.2 Authority Relative to this Agreement. UEEC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of UEEC and no other corporate proceedings on the part of UEEC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by UEEC and constitutes a valid and binding agreement, enforceable against it in accordance with its terms.

3.3 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by UEEC does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate any law, regulation, court order, judgment or decree applicable to UEEC or by which its properties are bound or affected, (ii) violate or conflict with either the Articles of Incorporation or By-Laws of UEEC or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination or cancellation of, or result in the creation of a lien on any of the properties of UEEC pursuant to any contract to which UEEC is a party or by which UEEC or any of its respective properties is bound or affected.

(b) UEEC is not required to submit any notice, report or other filing with any governmental entity or regulating body, domestic or foreign, in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. No waiver, consent, approval or authorization of any governmental entity or regulatory body, domestic or foreign, is required to be obtained or made by UEEC in connection with its execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

3.4 Capitalization. As of the Closing, UEEC shall have authorized capital stock of 150,000,000 shares of common stock, of which 34,710,537 shares of common stock will be issued and outstanding at the Effective Date, not including the shares to be issued under this Agreement, and 5,000,000 shares of preferred stock, of which no shares are issued and outstanding. All the outstanding shares of capital stock of UEEC have been duly authorized and are validly issued, and non-assessable.

3.5 Transfer Restrictions. There are no restrictions on the transfer of shares of capital stock of UEEC other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. The offer and sale of all capital stock and other securities of UEEC issued before the date hereof and to be issued hereafter complied with or were exempt or will comply with or be exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. UEEC does not have outstanding, and has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of operations of UEEC or any portion thereof; or any similar rights.

3.6 Litigation. No investigation or review by any governmental entity or regulatory body, foreign or domestic, with respect to UEEC is pending or threatened against UEEC, and no governmental entity or regulatory body has advised UEEC of an intention to conduct the same. There is no claim, action, suit, investigation or proceeding pending or threatened against or affecting UEEC at law or in equity or before any federal, state, municipal or other governmental entity or regulatory body, or which challenges the validity of this Agreement or any action taken or to be taken by UEEC pursuant to this Agreement. As of the date hereof, UEEC is not subject to, nor is there in existence, any outstanding judgment, award, order, writ, injunction or decree of any court, governmental entity or regulatory body relating to UEEC.

ARTICLE 4: REPRESENTATIONS AND WARRANTIES OF EPIC

Epic represents and warrants to, and agrees with, UEEC as follows:

4.1 Organization. Epic is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to own, lease and operate its business and properties and to carry on its business as now being conducted by Epic, inluding the Assets. Epic will be duly qualified to do business in and in good standing as a foreign corporation in each jurisdiction in which property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary. Epic has heretofore delivered to or will deliver to UEEC true, accurate and complete copies of its Articles of Formation and other governing documents as in effect on the date hereof and minutes of all meetings of members and managers of Epic held through and including the date of this Agreement and through the Effective Date. Epic is not in violation of any of the provisions of its Articles of Formation and other governing documents.

4.2 Authority Relative to this Agreement. Epic has or will have full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the members and managers of Epic, and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Epic and constitutes a valid and binding agreement, enforceable against them in accordance with its terms.

4.3 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by Epic does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate any law, regulation, court order, judgment or decree applicable to Epic, or by which its properties are bound or affected, (ii) violate or conflict with either the Articles of Formation or other governing documents of Epic or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination or cancellation of, or result in the creation of a lien on any of the properties of Epic pursuant to any contract to which Epic is a party or by which Epic, or any of its respective properties is bound or affected.

(b) Epic is not required to submit any notice, report or other filing with any governmental entity or regulating body, domestic or foreign, in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. No waiver, consent, approval or authorization of any governmental entity or regulatory body, domestic or foreign, is required to be obtained or made by Epic in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

4.4 Financial Statements.

(a) The balance sheets of Epic, as of December 31, 2008 and April 30, 2009 (the “Epic Balance Sheets”), and the related statements of income and retained earnings for the periods ending December 31, 2008 and April 30, 2009 (the “Epic Financial Statements”), will be prepared by Epic and UEEC and derived from the financial statements of MedSpring (the predecessor to Epic) and such other sources as Epic and UEEC agree, prior to and as a condition to Closing, and Epic and UEEC will be satisfied that they fairly present the financial condition of Epic as of said dates and the results of their operations for the periods then ended, in conformity with GAAP consistently applied for the periods covered.

(b) Epic will deliver to UEEC at Closing, Interim Financial Statements which fairly present the financial condition of Epic, as of the Effective Time and since April 30, 2009 and the results of their operations for the periods then ended, in conformity with GAAP consistently applied for the periods covered.

4.45 Real and Personal Property. Epic does not own any real property. Epic, has good and marketable title to, or valid leasehold interests in, all other assets used or held for use in the conduct of its business, including the Assets. All of the Assets owned or leased by Epic are in all material respects in good condition and repair, ordinary wear and tear excepted, and well maintained. There are no material capital expenditures currently contemplated or necessary to maintain the current business of Epic.

4.6 Absence of Undisclosed Liabilities. Except to the extent reflected or reserved against in the Epic Interim Financial Statements, Epic will not have at the Effective Time any liabilities or obligations (secured, unsecured, contingent or otherwise) of a nature customarily reflected in a corporate balance sheet prepared in accordance with generally accepted accounting principles ("Liabilities")

4.7 Absence of Certain Changes. Since April 30, 2009, (i) there has been no material adverse change in the condition (financial or otherwise), assets, liabilities, results of operations, business or prospects of Epic and (ii) nothing has occurred relative to the business or prospects of Epic which would have a material adverse effect on their future business.

4.8 Litigation. No investigation or review by any governmental entity or regulatory body, foreign or domestic, with respect to Epic is pending or threatened and no governmental entity or regulatory body has advised Epic of an intention to conduct the same. There is no claim, action, suit, investigation or proceeding pending or threatened against or affecting Epic at law or in equity or before any federal, state, municipal or other governmental entity or regulatory body, or which challenges the validity of this Agreement or any action taken or to be taken by Epic pursuant to this Agreement. As of the date hereof, Epic is not subject to, nor is there in existence, any outstanding judgment, award, order, writ, injunction or decree of any court, governmental entity or regulatory body relating to Epic.

4.9 Contracts.

(a) Epic has provided UEEC with copies of all material contracts, agreements, leases, licenses, arrangements, commitments, sales orders, purchase orders or any claim or right or any benefit or obligation arising thereunder or resulting therefrom and currently in effect, whether oral or written to which Epic is a party (“Contracts”), including:

(i) any Contract (or group of related Contracts) for the lease of real or personal property to or from any person providing for lease payments in excess of $1,000 per annum;

(ii) any Contract (or group of related Contracts) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a loss to Epic, or involve consideration in excess of $25,000;

(iii) any Contract concerning a partnership or joint venture;

(iv) any Contract (or group of related Contracts) under which they have created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation or under which they have imposed a lien on any of their assets, tangible or intangible;

(v) any Contract concerning confidentiality or non-competition;

(vi) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of their current or former directors, officers, and employees;

(vii) any Contract under which they have advanced or loaned any amount to any of their directors, officers, and employees outside the ordinary course of business;

(viii) any Contract under which the consent of the other party thereto is required in connection with the assignment of such Contract in connection with the transaction contemplated hereby;

(ix) any Contract under which the consequences of a default or termination could have a material adverse effect on Company or Epic; or

(x) any other Contract (or group of related Contracts) the performance of which involves consideration in excess of $25,000.

(b) All Contracts have been duly authorized and delivered by Epic and any third party thereto, are in full force and effect against Epic and constitute the valid and binding obligations of Epic and the respective parties thereto enforceable in accordance with their respective terms. As to the Contracts, (i) there are no existing breaches or defaults by Epic, thereunder or by the other parties to such Contracts, (ii) no event, act or omission has occurred or, as a result of the consummation of the transactions contemplated hereby, will occur which (with or without notice, lapse of time or the happening or occurrence of any other event) would result in a default Epic, or give cause for termination thereof, (iii) none of them will result in any loss to Epic upon completion or performance thereof and (iv) none of the parties to Contracts have expressed an indication to Epic of their intention to cancel, renegotiate or exercise or not exercise any option under any such Contracts.

4.10 Intellectual Property.

(a) Epic owns or has the right to use pursuant to license, sublicense, agreement, or permission all (i) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all re-issuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (ii) trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (iv) mask works and all applications, registrations, and renewals in connection therewith, (v) trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, blueprints, sketches, storyboards, models, engineering drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (vi) computer software (including data and related documentation), (vii) other proprietary rights and know-how, (viii) copies and tangible embodiments of any of the foregoing (in whatever form or medium) and (ix) licenses and sublicenses granted and obtained with respect thereto, and rights thereunder (“Intellectual Property”) necessary for the operation of the businesses of Epic as now conducted and as proposed to be conducted by Epic, either directly or indirectly through any subsidiary or limited liability company in which Epic has a direct or indirect ownership interest. All of the Intellectual Property is identified and listed on Schedule “4.10” to this Agreement and will be owned solely and exclusively by Epic and will be assigned and transferred to the Company at the Effective Date by appropriate assignments, bills of sale or other instruments, with the consent of any other party thereto to the assignments necessary to make the assignments fully effective without default or breach of any agreement.

(b) To the best of Epic’s knowledge after due inquiry, Epic has not interfered with, infringed upon, misappropriated or come into conflict with any Intellectual Property rights of third parties and Epic has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Epic must license or refrain from using any Intellectual Property rights of any third party). No third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of Epic.

(i) Epic at the Effective Time will possess all right, title, and interest in and to the item, free and clear of any lien, license, or other restriction;

(ii) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the knowledge of Epic, is threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and

(iv) Epichas never agreed to indemnify any person for or against any interference, infringement, misappropriation, or other conflict with respect to the item.

(d) With respect to each item of Intellectual Property used by Epic pursuant to any license, sublicense, agreement or permission:

(i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect, subject generally to the laws of bankruptcy and reorganization;

(ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;

(iii) no party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder;

(iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof;

(v) with respect to each sublicense, the representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect to the underlying license;

(vi) the underlying item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(vii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or threatened which challenges the legality, validity, or enforceability of the underlying item of Intellectual Property; and

(viii) Epic has never granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission.

(e) Epic does not and will not, interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of its businesses as presently conducted and as presently proposed to be conducted.

4.11 Software.

(a) Except with respect to software programs licensed to Epic, Epic is, and at the Effective Time will be, in actual possession of the source code of each software program used in connection with its business, and Epic is, and at the Effective Time will be, in possession of all other documentation reasonably necessary for the effective use of each such software program.

(b) To the best of Epic’s actual knowledge, there are no defects in any of the software offered by Epic in connection with their business which would in any material and adverse respect affect the functioning of any such software in accordance with the specifications therefor published by Epic or heretofore provided to any customers or prospective customers of Epic, and each piece of such software, together with all know-how and processes used in connection therewith, functions as intended, conforms to all applicable industry standards, contains all current revisions of such software and includes all computer programs, materials, tapes, know-how, object and source codes and procedures used by Epic in the conduct of its business.

4.12 Receivables; Payables.

(a) All accounts receivable of Epic which are or will be reflected on the Epic Interim Financial Statements at the Effective Time will arise in the ordinary course of business out of bona fide sales and deliveries of goods, services or other business transactions. All accounts receivables of Epic are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims of which Epic is aware, are current and to the knowledge of Epic, collectible, and will be collected in accordance with their terms at their recorded amounts.
(b) All accounts payable (including, without limitation, taxes payable) reflected on the Epic Interim Financial Statements at the Effective Time and all accounts payable of Epic arising subsequent to the Effective Time, have been, will be and are being paid in the ordinary course of their business and consistent with past practice.

4.13 Licenses, Permits and Consents; Compliance with Applicable Law.

(a) Epic possesses all licenses and permits which individually or in the aggregate are material to the conduct of the business of Epic or any of its employees by reason of such employee's activities on behalf of Epic under applicable law or required by any federal, state, local or foreign governmental entity or regulatory body for the operation of the business of Epic and all of such listed licenses and permits are in full force and effect as of the date hereof and will remain in full force and effect following the consummation of the transactions contemplated hereby. Epic has not received notice and have no reason to believe, that any appropriate authority intends to cancel or terminate any of such licenses or permits or that valid grounds for such cancellation or termination currently exist.

(b) Epic is not in material violation or breach of any, and the business and operations of Epic comply in all material respects and are being conducted in accordance with, all material governing laws, regulations and ordinances applicable thereto and Epic is not in material violation of or in material default under any judgment, award, order, writ, injunction or decree of any court, arbitration tribunal, governmental entity or regulatory body.

4.14 Insurance. Epic does not currently maintain insurance.

4.15 Tax Matters. Epic has timely filed all required federal, state, local, foreign and other governmental tax returns and reports required to be filed by them for all taxable periods ending on or before the Effective Time. As of the time of filing, such returns and reports were true, complete and correct and were made on a proper basis. All federal, state, local and foreign income, unincorporated business, gross receipts, sales, franchise, profits, property, capital, intangibles, employment, excise or other taxes, fees, stamp taxes, duties, penalties, assessments, governmental charges or other payments (collectively “Tax” or “Taxes”) for all periods up to and including April 30, 2009 have been duly paid or withheld or are, or will on the date hereof be, adequately reserved for or withheld in accordance with GAAP applied on a consistent basis and all federal, state and local tax laws.

4.16 Books and Records. The minute books, member certificate books, stock registers and other records of Epic are correct and complete in all material respects, and the signatures appearing on all documents contained therein are the true signatures of the persons purporting to have signed the same.

4.17. Entire Business. No portion of the business of Epic is conducted by third parties and all of the assets necessary for the conduct of the business of Epic as presently conducted are owned by or leased to Epic. All such assets are exclusively owned or leased and used by Epic and their customers.

4.18. Employee Benefit Plans. There are no employee benefit plans maintained by Epic.

4.19 Suppliers and Customers.

(a) Epic has no knowledge or information or reason to believe that any significant supplier has ceased, or intends to cease, to sell goods or services to Epic or has substantially reduced, or intends to substantially reduce, the sale of such goods or services either as a result of the transaction contemplated by this Agreement or otherwise or intends to sell such goods and services other than on terms and conditions similar to those imposed on prior sales to Epic.

(b) Epic has no knowledge that any of its significant customers has ceased, or intends to cease, to purchase goods from Epic either as a result of the transaction contemplated hereby or otherwise.

4.21 Product Warranties, Product Return Policies and Service Warranties. To the best of Epic’s knowledge, each product or service developed, sold or provided by Epic has been in conformity with all applicable contractual commitments and all express and implied warranties, and Epic has and will have no liability for replacement or repair thereof or other damages in connection therewith. No product or service developed, sold or provided by Epic is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. There are no pending and suspected claims or demands nor threatened claims or demands, seeking return, replacement and/or repair of products pursuant to warranties extended by Epic prior to the Effective Time.

4.22 Employees: Labor Matters.

(a) No officer, employee or consultant of Epic is, or is now anticipated to be, in violation of any material term of any employment contract, patent disclosure agreement, proprietary information agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other similar contract or agreement or any restrictive covenant, relating to the right of any such officer, employee, or consultant to be employed or engaged by Epic because of the nature of the business conducted or to be conducted by Epic or relating to the use of trade secrets or proprietary information of others, and to the knowledge of Epic; the continued employment or engagement of Epic’s officers, employees or consultants does not subject Epic to any liability with respect to any of the foregoing matters.

(b) No officer, consultant or key employee of Epic whose termination, either individually or in the aggregate, could have a material adverse effect on Epic has terminated or will terminate at the Effective Date; or has any present intention of terminating, his employment or engagement with Epic, nor has any such person been, or been proposed to be terminated by Epic

(c) Epic is not and will not be not a party to any collective bargaining agreements. There are no unfair labor practice or employment discrimination or other employment related complaint, grievance or proceeding against either of Epic, or against any person or entity with respect to any employee of Epic pending or threatened before the National Labor Relations Board or any federal, state, local or foreign governmental entity or regulatory body. To the knowledge of Epic, there is no basis for any such complaint, grievance or proceeding.

(d) Epic is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including all EEOC laws and regulations. Epic have fully complied with all applicable provisions of COBRA and have no obligations with respect to any former employees qualifying beneficiaries thereunder. Epic enjoy satisfactory relations with its employees and agents.

4.22 Environmental, Health and Safety Matters. Epic is not in violation of any applicable statute, law or regulation in any location in which any of them operate relating to the environment or occupational safety and health, there are no known environmental claims, actions or causes of action against Epic and no material expenditures will be required in order to comply with any such statute, law or regulation.

4.23 Absence of Certain Business Practices. Epic’s members, managers, employees or agents nor any other person or entity or entity acting on their behalf has, directly or indirectly, within the past five (5) years given or agreed to give any gift or similar benefit to any customer, supplier, governmental employee or other person or entity or entity who is or may be in a position to help or hinder the business of Epic or assist Epic in connection with any actual or proposed transaction which (i) might subject Epic to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) might have had a material adverse effect on Epic if not given in the past or (iii) might materially adversely affect the condition (financial or otherwise), business, assets, liabilities, operations or prospects of Epic or which might subject Epic to suit or penalty in any private or governmental litigation or proceeding if not continued in the future.

4.24 Disclosure. Neither this Agreement nor any certificate delivered in accordance with the terms hereof, or any document or statement in writing which has been supplied by or on behalf of Epic or by any of Epic 's managers, in connection with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits any statement of a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact or circumstances known to, Epic which materially and adversely affects or which may materially and adversely affect Epic’s business, prospects or financial condition or their assets, which has not been set forth in this Agreement, certificates or statements furnished in writing to UEEC in connection with the transactions contemplated by this Agreement.

4.25 Broker's or Finder's Fees. There is no investment banker, broker, finder or other intermediary which has been retained by, or is authorized to act on behalf of, Epic who might be entitled to any fee or commission upon the consummation of the transactions contemplated hereby or thereafter.

ARTICLE 5: CONDITIONS TO CONSUMMATION OF THE transaction.

5.1 Conditions to Obligations of Each Party. The respective obligations of each party to affect the share exchange are subject to the satisfaction, at or prior to the Effective Time, of the following conditions:

(a) This Agreement shall have been approved and adopted by the requisite affirmative vote or written consent of Epic and UEEC in accordance with applicable law.

(b) No statute, rule, regulation, executive order, decree, judgment or injunction shall have been enacted, entered, promulgated or be in force by any court or governmental authority which prohibits or restricts the consummation of the share exchange; provided, however, that the parties hereto shall use their best efforts to have any such order, decree or injunction vacated.

(c) Epic shall have delivered to UEEC, financial statements and balance sheets as of the Effective Time as provided in Section 4.4(a) and Section 4.45(b) with respect to Epic.

5.2 Conditions to Obligations of UEEC. UEEC's obligation to consummate the share exchange shall be subject to fulfillment on or before the Effective Time of each of the following conditions, unless waived in writing by UEEC:

(a) The representations and warranties of Epic set forth in this Agreement shall be true and correct in all material respects on the date hereof and shall also be true and correct in all material respects on and as at the Effective Time with the same force and effect as if made on and as of the Effective Time, and Epic shall have performed or complied in all material respects with all agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before the Effective Time.

(b) All of the assets and business of Epic shall have been transferred to the Company.

(c) Epic shall have delivered to UEEC a certificate of the Secretary of Epic certifying that this Agreement has been approved and adopted by the members and managers of Epic of each class entitled to vote on the matter.

(d) UEEC shall have received all documents it may reasonably request relating to the existence of Epic and the authority of Epic to enter into this Agreement and to consummate the transactions contemplated hereby.

(e) All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby, or incidental hereto or thereto, and all other related legal matters shall have been approved by UEEC.

(f) All approvals, authorizations and consents required for Epic to consummate the Asset transfer shall have been obtained on terms and conditions satisfactory to UEEC and shall be in full force and effect, and UEEC shall have been furnished with appropriate evidence, reasonably satisfactory to it and its counsel of the granting of such approvals, authorizations and consents.

(g) No objections to the transaction shall have been made in accordance with any applicable provisions of law.

(h) There shall be no effective injunction, writ or preliminary restraining order of any nature issued by a court or governmental agency of competent jurisdiction directing that the transaction provided for herein not be consummated as herein provided or which is reasonably likely to have any material adverse effect on the condition (financial or otherwise), assets, liabilities, results of operations, business or prospects of Epic.

(i) Since the date of the Epic Financial Statements there shall not have been, and at Closing there shall not be in existence, any event, condition or state of facts which could reasonably be expected to result in, any material adverse change in the condition (financial or otherwise), assets, liabilities, results of operations, business or prospects of Epic except as otherwise provided in this Agreement, and UEEC shall have received a certificate of the President of Epic to the foregoing effect.

(j) All key employees of Epic shall have executed confidentiality, non-compete and non-solicitation agreements with Company as of Closing in form satisfactory to UEEC.

(k) All trademarks, copyrights, patents, patent applications, know-how and other intellectual property used, developed or material to the present and future operation of the business of Epic shall be owned by Company and any such items not currently assigned to or owned by Company shall be transferred to it by Epic by such means as UEEC shall designate as of the Effective Time.

5.3 Additional Conditions to Obligations of Epic. The obligations of Epic to effect the Transaction is also subject to the following conditions:

(a) The representations and warranties of UEEC contained in this Agreement shall be true and correct in all material respects at the Effective Time, and UEEC shall have performed or complied in all material respects with all agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before the Effective Time.

(b) UEEC shall have delivered to Epic a certificate of the Secretary of UEEC certifying that (i) the resolutions of the Board of Directors of UEEC authorizing the transactions contemplated hereby have not been revoked, suspended or amended and remain in full force and effect, and (ii) this Agreement has been approved and adopted by not less than a majority of the Board of Directors of UEEC.

(c) Epic shall have received all documents it may reasonably request relating to the existence of Company and the authority of UEEC and Company to enter into this Agreement and to consummate the transactions contemplated hereby.

(d) There shall be no effective injunction, writ or preliminary restraining order of any nature issued by a court or governmental agency of competent jurisdiction directing that the transaction provided for herein not be consummated as herein provided or which is reasonably likely to have any material adverse effect on the condition (financial or otherwise), assets, liabilities, results of operations, business or prospects of UEEC.

ARTICLE 6: NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All statements contained herein or in any certificate, schedule or other document delivered pursuant hereto shall be deemed representations and warranties by the person delivering the same. All representations and warranties shall survive the Effective Time and shall not be affected by any investigation at any time made by or on behalf of Epic, on the one hand, or UEEC, on the other hand.

ARTICLE 7: INDEMNIFICATION

(a) UEEC hereby agrees to indemnify and hold harmless Epic from and against any liabilities, damages, losses, claims, encumbrances, costs or expenses (including reasonable attorneys' fees) of any nature (any or all of the foregoing are herein referred to as "Loss") insofar as a Loss (or actions in respect thereof), whether existing or accruing prior or subsequent to the Effective Time, arises out of or is based upon any misrepresentation (or alleged misrepresentation) or breach (or alleged breach) of any of the warranties, covenants or agreements made by UEEC in this Agreement or in any certificate, schedule, document or Exhibit referenced hereby or attached hereto.

(b) Epic hereby agrees to indemnify and hold harmless UEEC and its affiliates from and against any Loss insofar as a Loss (or actions in respect thereof), whether existing or accruing prior or subsequent to the Effective Time, arises out of or is based upon any misrepresentation (or alleged misrepresentation) or breach (or alleged breach) of any of the warranties, covenants or agreements made by Epic in this Agreement or in any certificate, schedule, document or Exhibit referenced hereby or attached hereto.

ARTICLE 8: General Provisions

8.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof.

8.2 Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

8.3 Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to conflict of laws.

8.4 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other party shall be void.

8.5 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.6 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made as of the date delivered or mailed if delivered in person, by telecopy, cable, telegram or telex, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows:

if to UEEC:

United EcoEnergy Corp.

1365 N. Courtenay Parkway, Suite A

Merritt Island, FL 32953
P.O. Box 307

Cocoa, FL 32923
Telephone: 321-452-9091
Fax: 321-452-9093

e-mail: rhipple@UnitedBDC.com

if to Epic:

Epic Wound Care, LLC

10624 South Eastern Avenue #A290

Henderson, NV 89052

Tel. (702) 595-6742

Fax (801) 277-6292

or to such other address as the person to whom notices are given may have previously furnished to the others in writing in the manner set forth above.

8.7 Descriptive Headings; Table of Contents. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

8.8 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, its successors and assigns.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

United EcoEnergy Corp.

a Nevada corporation

By: /s/ Date:

EPIC WOUND CARE, LLC

By:___/s/_________________________________

Date: ______________________

SCHEDULE “2.1”

ASSETS

The assets of Epic Wound Care, LLC (“Epic”) to be acquired in the transaction are all of the assets held by, used by, or available to Epic, including all of ther assets inclcued or referred to in that certain Asset Purchase Agreement dated May 29, 2008 referred to in that certain letter dated May 11, 2009 from MedSpring Group, Inc. assigning two pending patents and one trademark to Norse II, L.L.C. , identified as US Patent Application Serial No. 11/191,841, DocketNo. 12628.3; US Patent Application Serial No. 11/945,018, DocketNo. 12628.9; and Registered Trademark HemoStyp™. To the extent not included in the foregoing, the Assets also includes all of the intellectual property listed and described on that certain letter assignment dated May 4, 2009 of Norse II Investments, LLC entitled “Assignment of Intellectual Property and Trademark”, assigning all such rights to Epic.

SCHEDULE “4.10”

INTELLECTUAL PROPERTY

The Intellectual Property of Epic includes all of the intellectual property owned, used, developed by, or developed for Epic and its predecessors in interest, by their agents, members or employees, including the patent applications and trademarks described in Schedule 2.1

EX-10 3 r-ex10shelby.htm AGREEMENT TO INVEST IN SHELBY SUPER CARS

INVESTMENT AGREEMENT

between

UNITED ECOENERGY CORP.
and

SSC, INC.

Dated

May __, 2009

INVESTMENT AGREEMENT ("Agreement") dated as of May __, 2009 between United EcoEnergy Corp., a Nevada corporation (“UEEC”), and SSC, Inc., a Washington corporation (“SSC”)

RECITALS

WHEREAS, SSC is an operating company which manufactures and sells American supercars, including the Aero and other high performance automobiles; and

WHEREAS, UEEC has agreed to invest in SSC and to acquire an equity interest in SSC and SSC would like to receive such investment and provide an equity interest in SSC.

NOW, THEREFORE, UEEC and SSC agree that UEEC and the investors shall acquire up to thirty-five (35) percent of the total outstanding equity interests in SSC on the terms and conditions and in the manner as set forth herein.

ARTICLE 1: THE EQUITY INVESTMENT

1.1 Initial Investment. At the Effective Date (as defined in Section 1.2), upon the terms and subject to the conditions of this Agreement, UEEC shall acquire 2,000,000 shares of the Convertible Preferred Stock of SSC (the “SSC Stock”) representing, as of the Effective Date, not less than five (5) percent of all stock of SSC issued and outstanding on a fully diluted basis at a value of $1.00 per share, in exchange for 3,636,363shares of common stock of UEEC (the “UEEC Stock”) equal in value on the Effective Date to the SSC Stock.

1.2 Subsequent Investment. Following the Closing of the Initial Investment, UEEC shall invest or introduce or source investment of up to $5,000,000 in additional funds and UEEC Stock into SSC to acquire SSC Stock, in increments of $500,000 in cash during the term of this Agreement, on the following basis:

1.2.1 For each $500,000 investment at or after the Effective Date (the date of each such additional investment being hereafter referred to as the “Investment Date”), UEEC or the investors shall receive an additional 500,000 shares of SSC Stock representing 2.5 percent of the resulting total issued and outstanding equity ownership interests in SSC; and

1.2.2 For each $500,000 investment at or after the Effective Date that is made by UEEC , UEEC shall be granted an additional one-half of one percent (0.05%) of SSC Stock, and SSC shall be granted an additional one-half of one percent (0.05%) of common stock of UEEC.

1.2.3. The parties understand that follow on financing may be required. At SSC’s request, and as quickly as feasible, UEEC agrees to use best effots to arrange or perform such financing on terms acceptable to SSC and in an amount and time that is acceptable to SSC. In exchange for the covenant by UEEC under this section 1.2.2, for two years after the effective date of this Agreement, UEEC shall have the first right of refusal to match any other offer that third parties make to invest in SSC.

1.2.4 The parties acknowledge that SSC and UEEC have entered into a separate secured promissory note for $250,000 and that, notwithstanding any of the terms and provisions of that note, all fudns advanced to SSC by UEEC thereunder shall be considered a part of the additional investment provided for in Item 1.2.1

1.3 Convertible Preferred Stock. The Convertible Preferred Stock to be issued hereunder by SSC shall be at a purchase price of $1.00 per share, voting preferred stock, which shall entitle the holder to vote on a par with the common stock of SSC, with each share of Convertible Preferred Stock having the number of votes it would have as and if converted into common stock of SSC. The Convertible Preferred Stock shall be convertible into the number of shares of common stock of SSC which shall represent the appropriate percentage of the total equity interests in SSC determined at the time of issue.

1.4 Effective Date; Closing. Immediately upon the execution of this Agreement by UEEC and SSC, and the satisfaction or waiver of the conditions set forth in Article 5 (the time of such execution and satisfaction being the "Effective Date"), the parties hereto shall cause the Initial Investment by UEEC to be consummated by executing and delivering the documents required to complete the exchange provided for in Paragraph 1.1 and the parties shall take all such other and further actions as may be required to cause the Initial Investment and the exchange of Convertible Preferred Stock and UEEC Stock to become effective immediately (the “Closing”).

1.5 Board of Directors. At the Effective Date, the Board of Directors of SSC shall be set at three members, one of which shall be designated at all times by UEEC, and two of which shall be designated by Jerod O. Shelby. The By-Laws of SSC shall provide that all material decisions by or for SSC shall be by a majority of the Board of Directors and that a quorum of Directors, in person or by conference telephone, shall be at least three Directors.

1.6 Valuation of UEEC Stock. The UEEC Stock shall be valued at the Average Market Price of the common stock of UEEC at the applicable valuation date, on the following basis:

1.6.1 The Average Market Price shall be the average closing price of UEEC common stock on the trading market on which the shares are then trading, for the five (5) trading days immediately prior to the applicable valuation date.

1.6.2 In the event that the common shares of UEEC are not then trading on any market, the Average Market Price shall be the net asset value per share of the common stock of UEEC on the applicable valuation date, determined in the same manner as UEEC determines and reports its new asset value for purposes of its required SEC filings.

1.7. Registration of UEEC Stock. The parties acknowledge that UEEC is a publicly reporting and trading company, and that it may not issue its shares on a free trading basis except through a registration statement which is effective with the U.S. Securities & Exchange Commission. Accordingly, UEEC agrees that it will include the UEEC Stock issued under this Agreement in the next S-1 registration statement filed thereafter by it with the SEC, at no cost or expense to SSC, and that if it has not filed such a registration statement within 6 months of the applicabke issuance of UEEC Stock to SSC, it will prepare and file a registration statement with the SEC within 45 days thereafter and diligentsly pursue the registration until effective; provided, however, if and to the extent any UEEC Stock issued hereunder is eligible for transfer or trading under the provisions of SEC Rule 144 at that time, then no such registration statement need be filed or thereafter pursued by UEEC .

ARTICLE 2: MANAGEMENT ASSISTANCE

During the term of this Agreement, UEEC shall render to SSC such advisory, management consulting and other services in relation to the operations of SSC as are requested in writing by the Board of Directors of SSC, including strategic planning; domestic marketing and sales; and financial and management oversight, including, without limitation, advisory and consulting services in relation to the selection, retention and supervision of independent auditors, budgeting, internal financial controls, design and implementation of financial controls and systems, the selection, retention and supervision of outside legal counsel, the selection, retention and supervision of investment bankers or other financial advisors or consultants, the structuring and implementation of equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company (the "Advisory Services"). Advisory Services shall be performed by and through such of UEEC's officers, employees, agents, representatives and affiliates as UEEC, in its sole discretion, shall designate.

Article 3: REPRESENTATIONS AND WARRANTIES OF UEEC

To the best of UEEC’s actual knowledge, UEEC represents and warrants to, and agrees with, SSC as follows with respect to UEEC:

3.1 Organization. UEEC is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with its principal place of business located in Florida. UEEC has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. UEEC is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction, if any, in which its property or business makes such qualification necessary.

3.2 Authority Relative to this Agreement. UEEC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been or will be at Closing duly and validly authorized by the Board of Directors of UEEC and no other corporate proceedings on the part of UEEC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by UEEC and constitutes a valid and binding agreement, enforceable against it in accordance with its terms.

3.3 No Conflict; Required Filings and Consents.

3.4 Litigation. No investigation or review by any governmental entity or regulatory body, foreign or domestic, with respect to UEEC is pending or threatened against UEEC, and no governmental entity or regulatory body has advised UEEC of an intention to conduct the same. There is no claim, action, suit, investigation or proceeding pending or threatened against or affecting UEEC at law or in equity or before any federal, state, municipal or other governmental entity or regulatory body, or which challenges the validity of this Agreement or any action taken or to be taken by UEEC pursuant to this Agreement. As of the date hereof, UEEC is not subject to, nor is there in existence, any outstanding judgment, award, order, writ, injunction or decree of any court, governmental entity or regulatory body relating to UEEC.

ARTICLE 4: REPRESENTATIONS AND WARRANTIES OF SSC

To the best of SSC’s actual knowledge, SSC represents and warrants to, and agrees with, UEEC as follows with respect to SSC:

4.1 Organization. SSC is a corporation, duly organized, validly existing and in good standing under the laws of the State of Washington and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. SSC is duly qualified to do business and in good standing as a foreign corporation or entity in each jurisdiction in which property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary. SSC has heretofore delivered to UEEC true, accurate and complete copies of its Articles of Incorporation, By-Laws and all other governing documents as in effect on the date hereof and minutes of all meetings of the Board of Directors of SSC held through and including the date of this Agreement to the extent the same exist. SSC is not in violation of any of the provisions of its Articles of Incorporation, By-Laws and all other governing documents.

4.2 Authority Relative to this Agreement. SSC has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been or will be at Closing duly and validly authorized by the Board of Directors of SSC, and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SSC and constitutes a valid and binding agreement, enforceable against it in accordance with its terms.

4.3 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by SSC does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate any law, regulation, court order, judgment or decree applicable to SSC or by which its properties are bound or affected, (ii) violate or conflict with its Articles of Incorporation, By-Laws and all other governing documents of SSC or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination or cancellation of, or result in the creation of a lien on any of the properties of SSC pursuant to any contract to which SSC is a party or by which SSC or any of its respective properties is bound or affected.

(b) SSC is not required to submit any notice, report or other filing with any governmental entity or regulating body, domestic or foreign, in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. No waiver, consent, approval or authorization of any governmental entity or regulatory body, domestic or foreign, is required to be obtained or made by SSC in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

(c) SSC has filed the necessary and appropriate federal and state securities documents related to the offering for the company’s shares.

4.4 Financial Statements.

(a) The balance sheet of SSC (the “SSC Balance Sheet”), and the related statements of income and retained earnings, (“SSC’s Financial Statements”), copies of which will have been or will be delivered by SSC to UEEC prior to and as a condition to Closing, fairly present the financial condition of SSC as of said dates and the results of its operations for the periods then ended. SSC’s Financial Statements, (y) are in accordance with the books and records of SSC and (z) present fairly the financial position and results of operations of SSC at the times and for the periods to which they relate on a cash basis method of accounting. SSC has maintained its books of account on a cash basis, and such books and records are, and during the periods covered by SSC’s Financial Statements were correct and complete in all material respects, fairly and accurately reflect and reflected the income, expenses, assets and liabilities of SSC and provide and provided a fair and accurate basis for the preparation of SSC’s Financial Statements and of the tax returns and reports of SSC, except as otherwise provided in this Agreement.

4.5 Real and Personal Property. SSC does not own any real property. SSC has good and marketable title to, or valid leasehold interests in, all other assets used or held for use in the conduct of its business. All of the assets owned or leased by SSC are in all material respects in good condition and repair, ordinary wear and tear excepted, and well maintained.

4.6 Absence of Undisclosed Liabilities. Except to the extent reflected or reserved against in SSC’s Financial Statements and Interim Financial Statements or as otherwise disclosed to UEEC, SSC will not have at the Closing Date any material liabilities or obligations (secured, unsecured, contingent or otherwise) of a nature customarily reflected in a company balance sheet ("Liabilities").

4.7 Absence of Certain Changes. Since inception (i) there has been no material adverse change in the condition (financial or otherwise), of the assets, liabilities, results of operations, business or prospects of SSC and (ii) nothing has occurred relative to the business or prospects of SSC which would have a material adverse effect on the future business of SSC.

4.8 Litigation. No investigation or review by any governmental entity or regulatory body, foreign or domestic, with respect to SSC is pending or threatened against SSC, and no governmental entity or regulatory body has advised SSC of an intention to conduct the same. There is no material claim, action, suit, investigation or proceeding pending or threatened against or affecting SSC at law or in equity or before any federal, state, municipal or other governmental entity or regulatory body, or which challenges the validity of this Agreement or any action taken or to be taken by SSC pursuant to this Agreement. As of the date hereof, SSC is not subject to, nor is there in existence, any outstanding judgment, award, order, writ, injunction or decree of any court, governmental entity or regulatory body relating to SSC.

4.9 Contracts.

(a) SSC has provided or will provide UEEC with copies of all material contracts, agreements, leases, licenses, arrangements, commitments, sales orders, purchase orders or any claim or right or any benefit or obligation arising thereunder or resulting therefrom and currently in effect, whether oral or written to which SSC is a party (“Contracts”), including:

(i) any Contract (or group of related Contracts) for the lease of real or personal property to or from any person providing for lease payments in excess of $10,000 per annum;

(ii) any Contract (or group of related Contracts) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a loss to SSC, or involve consideration in excess of $10,000 except as previously disclosed to UEEC;

(iii) any Contract concerning a partnership or joint venture;

(iv) any Contract (or group of related Contracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation or under which it has imposed a lien on any of their assets, tangible or intangible;

(v)

any Contract concerning confidentiality or non-competition;

(vii) any Contract under which it has advanced or loaned any amount to any of their directors, officers, and employees outside the ordinary course of business;

(viii) any Contract under which the consent of the other party thereto is required in connection with the assignment of such Contract in connection with the transaction contemplated hereby;

(ix) any Contract under which the consequences of a default or termination could have a material adverse effect on SSC; or

(x) any other Contract (or group of related Contracts) the performance of which involves consideration in excess of $50,000.

(b) All material Contracts have been duly authorized and delivered by SSC and any third party thereto, are in full force and effect against SSC, and constitute the valid and binding obligations of SSC and the respective parties thereto enforceable in accordance with their respective terms (subject to laws generally affecting the enforcement of creditor’s rights). As to the material Contracts, (i) there are no existing breaches or defaults by SSC thereunder or by the other parties to such Contracts, (ii) no event, act or omission has occurred or, as a result of the consummation of the transactions contemplated hereby, will occur which (with or without notice, lapse of time or the happening or occurrence of any other event) would result in a default by SSC thereunder or give cause for termination thereof, (iii) none of them will result in any loss to SSC upon completion or performance thereof and (iv) none of the parties to such Contracts have expressed an indication to SSC of their intention to cancel, renegotiate or exercise or not exercise any option under any such Contracts.

4.10 Intellectual Property.

(a) SSC owns or has the right to use pursuant to license, sublicense, agreement, or permission all (i) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all re-issuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (ii) trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (iv) mask works and all applications, registrations, and renewals in connection therewith, (v) trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, blueprints, sketches, storyboards, models, engineering drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (vi) computer software (including data and related documentation), (vii) other proprietary rights and know-how, (viii) copies and tangible embodiments of any of the foregoing (in whatever form or medium) and (ix) licenses and sublicenses granted and obtained with respect thereto, and rights thereunder (“Intellectual Property”) necessary for the operation of the businesses of SSC as now conducted and as proposed to be conducted by SSC.

(b) To the best of SSC’s knowledge after due inquiry, SSC has not interfered with, infringed upon, misappropriated or come into conflict with any Intellectual Property rights of third parties and SSC has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that SSC must license or refrain from using any Intellectual Property rights of any third party). No third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of any of SSC.

(c) With respect to each item of Intellectual Property owned by SSC and except as set forth on Schedule 4.10(c) to this Agreement:

(i) SSC at the Effective Date will possess all right, title, and interest in and to the item, free and clear of any lien, license, or other restriction;

(ii) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the knowledge of SSC, and, is threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and

(iv) SSC has never agreed to indemnify any person for or against any interference, infringement, misappropriation, or other conflict with respect to the item.

(d) With respect to each item of Intellectual Property used by SSC pursuant to any license, sublicense, agreement or permission:

(iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof;

(v) with respect to each sublicense, the representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect to the underlying license;

(vi) the underlying item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(viii) SSC has never granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission.

(e) SSC does not and will not, interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of its businesses as presently conducted and as presently proposed to be conducted.

4.12 Receivables; Payables.

(a) All accounts receivable of SSC which are or will be reflected on SSC’s Interim Financial Statements at the Effective Date will arise in the ordinary course of business out of bona fide sales and deliveries of goods, services or other business transactions. All accounts receivables of SSC are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims of which SSC and are aware, are current and to the knowledge of SSC, collectible, and will be collected in accordance with their terms at their recorded amounts.

(b) All accounts payable (including, without limitation, taxes payable) reflected on SSC’s Interim Financial Statements at the Effective Date and all accounts payable of SSC arising subsequent to the Effective Date, to the extent there have been or are funds available, will be and are being paid in the ordinary course of its business and consistent with past practice.

4.13 Licenses, Permits and Consents; Compliance with Applicable Law.

(a) SSC possesses all licenses and permits which individually or in the aggregate are material to the conduct of the business of SSC or any of their employees by reason of such employee's activities on behalf of SSC under applicable law or required by any federal, state, local or foreign governmental entity or regulatory body for the operation of the business of SSC, and all of such listed licenses and permits are in full force and effect as of the Effective Date and will remain in full force and effect following the consummation of the transactions contemplated hereby. SSC has not received notice and has no reason to believe, that any appropriate authority intends to cancel or terminate any of such licenses or permits or that valid grounds for such cancellation or termination currently exist.

(b) SSC is not in material violation or breach of any, and the business and operations of SSC complies in all material respects and is being conducted in accordance with, all material governing laws, regulations and ordinances applicable thereto and SSC is not in material violation of or in material default under any judgment, award, order, writ, injunction or decree of any court, arbitration tribunal, governmental entity or regulatory body.

4.14 Insurance. Attached as Schedule 4.14 is a list of insurance SSC maintains covering its properties and business.

4.15 Tax Matters. SSC has timely filed all required federal, state, local, foreign and other governmental tax returns and reports required to be filed by it for all taxable periods ending on or before the Effective Date. As of the time of filing, such returns and reports were true, complete and correct and were made on a proper basis. All federal, state, local and foreign income, unincorporated business, gross receipts, sales, franchise, profits, property, capital, intangibles, employment, excise or other taxes, fees, stamp taxes, duties, penalties, assessments, governmental charges or other payments (collectively “Tax” or “Taxes”) for all periods up to and including June 30, 2008 have been duly paid or withheld or are, or will on the date hereof be, adequately reserved for or withheld in accordance with all federal, state and local tax laws.

4.16 Books and Records. The Articles of Incorporation, By-Laws and other company records of SSC are correct and complete in all material respects, and the signatures appearing on all documents contained therein are the true signatures of the persons purporting to have signed the same.

4.17. Entire Business. No portion of the business of SSC is conducted by third parties and all of the assets necessary for the conduct of the business of SSC as presently conducted are owned by, licensed to SSC, or leased to SSC.

4.18. Employee Benefit Plans. SSC has no ERISA plans.

4.19 Suppliers and Customers.

(a) SSC has no knowledge or information or reason to believe that any significant supplier has ceased, or intends to cease, to sell goods or services to SSC or has substantially reduced, or intends to substantially reduce, the sale of such goods or services either as a result of the transaction contemplated by this Agreement or otherwise or intends to sell such goods and services other than on terms and conditions similar to those imposed on prior sales to SSC.

(b) SSC has no knowledge that any of its significant customers has ceased, or intends to cease, to purchase goods from SSC, either as a result of the transaction contemplated hereby or otherwise.

4.20 Product Warranties, Product Return Policies and Service Warranties. To the best of SSC’s knowledge, each product or service developed, sold or provided by SSC has been in conformity with all applicable contractual commitments and all express and implied warranties, and SSC has no liability for replacement or repair thereof or other damages in connection therewith. No product or service developed, sold or provided by SSC is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. There are no pending and suspected claims or demands nor threatened claims or demands, seeking return, replacement and/or repair of products pursuant to warranties extended by SSC prior to the Effective Date.

4.21 Employees: Labor Matters.

(a) No officer, employee or consultant of SSC is, or is now anticipated to be, in violation of any material term of any employment contract, patent disclosure agreement, proprietary information agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other similar contract or agreement or any restrictive covenant, relating to the right of any such officer, employee, or consultant to be employed or engaged by SSC because of the nature of the business conducted or to be conducted by SSC relating to the use of trade secrets or proprietary information of others, and to the knowledge of SSC; the continued employment or engagement of SSC’s’ officers, employees or consultants does not subject SSC to any liability with respect to any of the foregoing matters.

(b) No officer, consultant or key employee of SSC whose termination, either individually or in the aggregate, could have a material adverse effect on SSC, has terminated or will terminate at the Effective Date; or has any present intention of terminating, his employment or engagement with SSC, nor has any such person been, or been proposed to be terminated by SSC.

(c) SSC is not a party to any collective bargaining agreements. There are no unfair labor practice or employment discrimination or other employment related complaint, grievance or proceeding against SSC or, or against any person or entity with respect to any employee of SSC pending or threatened before the National Labor Relations Board or any federal, state, local or foreign governmental entity or regulatory body, to the knowledge of SSC, there is no basis for any such complaint, grievance or proceeding.

(d) SSC is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including all EEOC laws and regulations. SSC has fully complied with all applicable provisions of COBRA and has no obligations with respect to any former employees or qualifying beneficiaries thereunder. SSC enjoys satisfactory relations with its employees and agents.

4.22 Environmental, Health and Safety Matters. SSC is not in violation of any applicable statute, law or regulation relating to the environment or occupational safety and health, and no material expenditures will be required in order to comply with any such statute, law or regulation.

4.23 Absence of Certain Business Practices. SSC’s directors, officers, employees or agents and any other person or entity or entity acting on their behalf have not, directly or indirectly, within the past five (5) years given or agreed to give any gift or similar benefit to any customer, supplier, governmental employee or other person or entity or entity who is or may be in a position to help or hinder the business of SSC or assist SSC in connection with any actual or proposed transaction which (i) might subject either of SSC to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) might have had a material adverse effect on SSC if not given in the past or (iii) might materially adversely affect the condition (financial or otherwise), business, assets, liabilities, operations or prospects of SSC which might subject SSC to suit or penalty in any private or governmental litigation or proceeding if not continued in the future.

4.24 Disclosure. Neither this Agreement nor any certificate delivered in accordance with the terms hereof, or any document or statement in writing which has been supplied by or on behalf of SSC or by any of SSC’s Managers or members in connection with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits any statement of a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact or circumstances known to SSC which materially and adversely affects or which may materially and adversely affect SSC’s business, prospects or financial condition or its assets, which has not been set forth in this Agreement, certificates or statements furnished in writing or orally disclosed to UEEC in connection with the transactions contemplated by this Agreement.

4.25 Broker's or Finder's Fees. Beyond SSC’s agreements with Sheffield International Finance Corporation and Philippe R. Harari dated June, 2008 and September, 2008, there is no investment banker, broker, finder or other intermediary which has been retained by, or is authorized to act on behalf of, SSC who might be entitled to any fee or commission upon the consummation of the transactions contemplated hereby or thereafter.

4.27. Subsidiary or Affiliated Companies. SSC has one wholly-owned subsidiary, SSC Green, Inc., a Delaware corporation.

ARTICLE 5: CONDITIONS TO CONSUMMATION OF THE transaction.

5.1 Conditions to Obligations of Each Party. The respective obligations of each party to close the Transaction are subject to the satisfaction, at or prior to the Effective Date, of the following conditions:

(a) This Agreement shall have been approved and adopted by the requisite affirmative vote or written consent of UEEC and SSC.

(b) No statute, rule, regulation, executive order, decree, judgment or injunction shall have been enacted, entered, promulgated or be in force by any court or governmental authority which prohibits or restricts the consummation of the Transaction; provided, however, that the parties hereto shall use their best efforts to have any such order, decree or injunction vacated.

(c) The By-Laws of SSC shall have been amended or modified as required to carry out the intent of this Agreement and the transactions set forth herein.

5.2 Conditions to Obligations of UEEC. UEEC's obligation to consummate the Transaction shall be subject to fulfillment at or before the Effective Date of each of the following conditions, unless waived in writing by UEEC:

(a) The representations and warranties of SSC set forth in this Agreement shall be true and correct in all material respects on the date hereof and shall also be true and correct in all material respects on and as at the Effective Date, and SSC shall have performed or complied in all material respects with all agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before the Effective Date.

(b) UEEC shall have received all documents it may reasonably request relating to the existence of SSC and the authority of SSC to enter into this Agreement and to consummate the transactions contemplated hereby.

(c) All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby, or incidental hereto or thereto, and all other related legal matters shall have been approved by UEEC.

(e) SSC shall have delivered to UEEC, financial statements and balance sheets as required by Section 3.5(a) and Section 3.5(b).

(f) Since the time of SSC’s Financial Statements and Interim Financial Statements there shall not have been, and at the Effective Date there shall not be in existence, any event, condition or state of facts which could reasonably be expected to result in, any material adverse change in the condition (financial or otherwise), assets, liabilities, results of operations, business or prospects of SSC except as otherwise provided in this Agreement.

(g) Except as previously disclosed to UEEC, all patents, trademarks, copyrights, know-how and other intellectual property used, developed or material to the present and future operation of the business of SSC and SSC and its affiliates shall be owned by SSC, and any such items not currently assigned to or owned by SSC shall be transferred to it by such means as UEEC shall agree as of the Effective Date.

(h) UEEC shall have until May 10, 2009 to complete its due diligence and proceed with Closing. If no objection is received, then UEEC will be deemed to have accepted the results of its due diligence and waived any objections to the closing this transaction.

5.3 Additional Conditions to Obligations of SSC. The obligation of SSC to consummate the Transaction shall be subject to fulfillment at or before the Effective Date of each of the following conditions, unless waived in writing by SSC:

(a) The representations and warranties of UEEC contained in this Agreement shall be true and correct in all material respects at the Effective Date, and UEEC shall have performed or complied in all material respects with all agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before the Effective Date.

(b) SSC shall have received all documents it may reasonably request relating to the existence of UEEC and the authority of UEEC to enter into this Agreement and to consummate the transactions contemplated hereby.

ARTICLE 6: NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All representations and warranties shall survive the Effective Date for a period of twelve (12) months and shall not be affected by any investigation at any time made by or on behalf of SSC, on the one hand, or UEEC, on the other hand.

ARTICLE 7: General Provisions

7.1 Entire Agreement. This Agreement and the Management Agreement constitute the entire agreement between the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof.

7.2 Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

7.3 Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to conflict of laws.

7.4 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other party shall be void.

7.5 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.6 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made as of the time delivered if delivered in person, or by reputable overnight delivery service, to the respective parties as follows:

if to UEEC:

United EcoEnergy Corp.

1365 N. Courtenay Parkway, Suite A

Merritt Island, FL 32953

Telephone: 321-452-9091
Fax: 321-452-9093

if to SSC:

SSC, Inc.

405 S 54^th Avenue

West Richland, WA 99353

or to such other address as the person to whom notices are given may have previously furnished to the others in writing in the manner set forth above.

7.7 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

7.8 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, its successors and assigns.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

UNITED ECOENERGY CORP.

a Nevada corporation

By: Date:

SSC, Inc.

a Washington corporation

By:__________________________________ Date: ____________________

SCHEDULE “4.10(c)”

INTELLECTUAL PROPERTY

SCHEDULE 4.14

INSURANCE

EX-31 4 r-ex31.htm CERTIFICATION

Exhibit 31.1 CERTIFICATION

I, Kelly T. Hickel, Chief Executive and Financial Officer of United EcoEnergy Corp. (the "Company" or "Registrant) certify that:

1. I have reviewed this amended quarterly report on Form 10-Q of the Company;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within Company, particularly during the period in which this report is
being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the Company's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the equivalent function):

a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
controls; and

6. The Registrant's other certifying officers and I have indicated in this amended quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: September 9, 2009

/s/ Kelly T. Hickel
-----------------------------
Kelly T. Hickel,
Chief Executive Officer

Chief Financial Officer

EX-32 5 r-ex32.htm CERTIFICATION

Exhibit 32

                                            CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                                      PURSUANT TO 18 U.S.C. SS. 1350 ADOPTED PURSUANT TO
                                                        SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the amended quarterly report of United EcoEnergy Corp. (the "Company") on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kelly T. Hickel, Chief Executive Officer and principal financial officer, certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d)of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

September 9, 2009

/s/ Kelly T. Hickel
--------------------------------------
Kelly T. Hickel
Chief Executive Officer

Principal Financial Officer

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