form8k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of
Report (Date of earliest event reported): October 7,
2009
UNITED
ECOENERGY CORP.
|
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
Nevada
|
|
814-00717
|
|
84-1517723
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
120
Wall Street, Suite 2401
New
York, New York
|
|
10005
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
|
|
Registrant’s
telephone number, including area code: (321) 452-9091
|
|
|
|
N/A
|
(Former
name or former address, if changed since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01
|
Entry
into a Material Definitive
Agreement
|
On
October 7, 2009, our Board of Directors approved the Note Payment Agreement with
City 24/7, LLC, dated August 11, 2009, which converted two senior secured notes
issued to us by City 24/7 to an equity position in City 24/7. The
notes were issued September 8, 2008 and October 8, 2008 in the amounts of
$100,000 and $150,000, respectively, in consideration of loans we made on those
dates in those amounts. Pursuant to the Note Payment Agreement, City
24/7 paid the notes by admitting us as a member of City 24/7, LLC, a New York
limited liability company, with a ten percent (10%) interest in the profits,
losses and distributions of the LLC. Pursuant to the agreement, we
will release our security interest in the assets of City 24/7.
Item
5.02
|
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
|
At a
Board of Directors meeting held on October 7, 2009, the Board unanimously voted
to reduce the size of the Board from seven (7) to five (5)
directors. The nominating committee of the Board then nominated the
following five individuals to serve as members of the Board:
Jan E. Chason
Kelly T. Hickel
Richard Rifenburgh
Boris Rubizhevsky
Michael Wiechnik
The
election of these five individuals to serve as members of our Board of Directors
until the next annual meeting of our stockholders and until their successors are
duly elected and qualified was approved by stockholders holding a majority of
our outstanding shares in lieu of a meeting. We are preparing and
will send to our stockholders an information statement on Schedule
14C, which will be effective 20 days thereafter.
On October 7, 2009 our Board also
appointed Jan E. Chason as Chief Financial Officer and Alan L. Levine as Chief
Compliance Officer, effective immediately. Following is information
concerning Mr. Chason and Mr. Levine.
Mr.
Chason is the Chief Financial Officer of Alliance Network Communications
Holdings, Inc. since September 16, 2009 and has served as the Chief Financial
Officer of several other publicly-owned companies including Halcyon Jets
Holdings, Inc. (August 2007 to August 2009), Ckrush Inc. (February 2006 to
September 2007), Majesco Entertainment Company (January 2003 to January 2006) ,
The Marque Group, Inc. (June 1997 to March 1999) and Triathlon Broadcasting
Company (June 1997 to March 1999). Mr. Chason also served in senior
financial positions at SFX Entertainment and Clear Channel Entertainment and
provided interim accounting services through JEC Consulting Associates LLC to
privately-owned entrepreneurial companies and non-for-profit companies prior to
and/or during these periods. Mr. Chason was a partner at Ernst & Young
LLP from October 1982 through September 1994. Mr. Chason, 63, is a certified
public accountant and has
a Bachelor of Business Administration from City College
of New York.
Mr.
Levine has been engaged in the practice of public accounting since 1967,
initially with several accounting firms and in his own practice since
1986. Mr. Levine, 64, holds a Bachelor of Arts from the University of
Denver.
We have
not finalized the terms of the agreements with Mr. Chason and Mr.
Levine.
Item
9.01
|
Financial
Statements and Exhibits
|
(d) Exhibits
10. Note
Payment Agreement dated August 11, 2009 between United EcoEnergy Corp. and City
24/7, LLC
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.
Date:
October __, 2009
|
UNITED
ECOENERGY CORP.
|
|
By:
|
/s/
Kelly T. Hickel
|
|
|
Kelly
T. Hickel
|
|
|
Chief
Executive Officer
|
EXHIBIT
INDEX
10.
|
Note
Payment Agreement dated August 11, 2009 between United EcoEnergy Corp. and
City 24/7, LLC
|
6
|