U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
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by Rule 14(a)-6(e)(2))
[X ] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
United EcoEnergy Corp.
(Name of Company in Its Charter)
______________________________________
(Name of Person(s) Filing Proxy Statement,
if Other Than the Company)
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[x] No Fee Required
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6(i)(4) and 0-11.
1. Title of each class of securities to which transaction
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______________________________________________________________
2. Aggregate number of securities to which transaction
applies: _______________________________________________
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computed pursuant to Exchange Act Rule 0-11 (set forth
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state how it was determined): _________________________
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the offsetting fee was paid previously. Identify the previous
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Notes:
United EcoEnergy Corp.
409 Brevard Avenue
Cocoa, Florida 32922
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, June 18, 2007
Notice is hereby given that the Annual Meeting of shareholders of
United EcoEnergy Corp., a Nevada corporation (Company), will be held on
Monday, June 18, 2007, at the Company offices located at 409 Brevard Avenue,
Cocoa, Florida 32922 at 10:00 a.m. (EDT) for the following purposes:
1. To elect the following five (5) nominees as directors of the Company
until the next Annual Meeting of shareholders and until their respective
successors shall be elected and qualified: William K. Mackey, Adam Mayblum,
John Paul DeVito, William L. Sklar and Alec Hoke. Mr. Mackey and Mr. Mayblum
will be voted on only by holders of the Series A Convertible Preferred
shares. The remaining three candidates will be voted on only by the holders
of common shares of the Company.
2. To ratify the decision by our Audit Committee to retain Berman Hopkins
Wright & Laham, CPAs, LLP as our independent registered accounting firm for
the fiscal year that commenced on January 1, 2007;
3. To ratify the decision of the Board of Directors of the Company to
continue the Investment Advisory Agreement with United EcoEnergy Advisors,
LLC, for an additional two year term ending June 30, 2010.
Shareholders of record as the close of business on May 31, 2007 are entitled
to vote at the meeting or any postponement or adjournment thereof.
Please review the voting options on the attached proxy card and submit
your vote promptly. If you attend the Annual Meeting, you may revoke your
Proxy and vote in person if you desire to do so, but attendance at the Annual
Meeting does not itself serve to revoke your Proxy. Copies of our Annual
Report for the fiscal year ended December 31, 2006 and our quarterly report
for the quarter ended March 31, 2007 on Form 10-Q as filed with the
Securities & Exchange Commission, will be provided on request or you may
obtain copies online from the Securities and Exchange Commission Website at
www.sec.gov. (Search for Company Filings).
By order of the Board of Directors
May 31, 2007
/s/ Robert Hipple
Robert Hipple, Secretary
PROXY STATEMENT
United EcoEnergy Corp.
409 Brevard Avenue
Cocoa, Florida 32922
This Proxy Statement is being furnished to shareholders at
the direction and on behalf of the board of directors of United
EcoEnergy Corp., a Nevada corporation (Company), for the
purpose of soliciting proxies for use at the Annual Meeting of
Shareholders of the Company to be held on Monday, June 18, 2007
at 409 Brevard Avenue, Cocoa, Florida 32922 at 10:00 a.m. (PDT).
The shares represented by the proxy will be voted in the manner
specified in the proxy. To the extent that no specification is
made as to the proposals set forth in the notice of meeting
accompanying this Proxy Statement, the proxy will be voted in
favor of such proposals. However, any proxy given pursuant to
this solicitation may be revoked at any time before it is
exercised by giving written notice of such revocation to the
Secretary of the Company, by appearing at the meeting and voting
in person or by submitting a later dated proxy. Neither
attendance at the meeting nor voting at the meeting will revoke
the proxy. A revocation that is not timely received will not be
taken into account, and the original proxy will be counted.
The matters to be submitted to the shareholders for
approval at the Annual Meeting are:
1. Election of the following as directors of the Company
until the next Annual Meeting and until their successors are
duly elected and qualified:
By the holders of the Series A Convertible Preferred Stock:
Adam Mayblum
William K. Mackey
By the holders of the common stock entitled to vote:
Alec Hoke
John Paul DeVito
William L. Sklar
2. Ratification of the decision of the Audit Committee to
appoint Berman Hopkins Wright & Laham, CPAs, LLP as the
independent auditors of the Company for the fiscal year
beginning January 1, 2007.
3. Ratification of the decision of the Board of Directors of
the Company to continue the current two year term of the Amended
Investment Advisor and Management Agreement dated June 30, 2006
for an additional two year period ending June 30, 2010.
4. Approval of such other matters as may properly be brought
before the Annual Meeting.
Shareholder proposals must be submitted to the Company not
later than June 30, 2007 in order to be included in those
matters considered at the next Annual Meeting of the Company to
be held in June, 2008. The cost of preparing, assembling and
mailing this Proxy Statement, the Notice of Annual Meeting of
Shareholders and the accompanying Proxy is being borne by the
Company. Brokers, dealers, banks, or voting trustees, and their
nominees, are requested to forward soliciting materials to the
beneficial owners of shares and will be reimbursed for their
reasonable expenses. This Proxy Statement and accompanying
proxy will be mailed or delivered to shareholders on or about
June 1, 2007.
VOTING SECURITIES
The record date of shareholders entitled to notice of and
to vote at the Annual Meeting of Shareholders is the close of
business on May 31, 2007. On May 31, 2007, the Company will
have issued and outstanding 28,781,639 shares of $0.001 par
value common stock and 1,000,000 shares of Series A Convertible
Preferred Stock, which is non-voting except in defined
circumstances. The only matter to be brought before the Annual
Meeting on which the holders of Series A Convertible Preferred
Stock are entitled to vote is for the approval of two members of
the Board of Directors. Each holder of common stock will be
entitled to one (1) vote for each share of common stock held by
such shareholder, on any matter that may properly come before
the meeting. There will be no cumulative voting right on any
shares.
The presence at the meeting, in person or by proxy, of the
holders of a majority of the voting power as set forth above
outstanding on the record date will constitute a quorum at the
meeting. Votes withheld and abstentions will be counted in
determining the presence of a quorum but will not be voted.
Broker non-votes will not be counted in determining the presence
of a quorum and will not be voted.
All matters to be voted on require an affirmative vote of a
majority of the votes present at the meeting, except as noted
below. Pursuant to applicable Nevada law, there are no
dissenters rights relating to the matters to be voted on.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of our common stock as of May 31,
2007 (28,781,639 shares issued and outstanding) by (i) all
stockholders known to us to be beneficial owners of more than 5%
of the outstanding common stock; and (ii) all officers and
directors of the Company, individually and as a group (except as
otherwise noted, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially
owned by them):
Name and Address Amount & Nature
of Beneficial of Beneficial Percent
Owner Position Ownership of Class
-----------------------------------------------------------------------------
William K. Mackey Chairman, CEO 8,430,000 29.3
168 Chelsea lane Director
Plantation, FL 33324
Adam Mayblum Director(1) 7,830,000 26.3
50 Andrew Lane
New Rochelle, NY 10804
William L. Sklar Director 20,000 --
513 Roselawn Avenue
Toronto, Canada M5N 1K2
Alec Hoke Director 20,000 --
721 Carriage Hill Lane
Boca Raton, FL 33486
John Paul DeVito Director 20,000 --
1201 Hardscrabble Road
Chappaqua, NY 10514
Robert Hipple CFO - --
409 Brevard Avenue Secretary/Treasurer
Cocoa, Fl 32922
*All directors & officers 16,340,000 56.6
as a group (6 persons)
-----------------------------------------------------------------------------
Enterprise Partners, LLC (2) 1,567,700 5.4
50 Andrew Lane
New Rochelle, NY 10804
Patrick Donelan(3) 8,030,000 27.9
3570 Lakeview Drive
Delray Beach, FL 33445
(1) Adam Mayblum is a 50 percent owner of Enterprise Partners, LLC, which
owns 1,567,000 shares of common stock and therefore may be considered
the beneficial owner of an additional 783,500 common shares. Mr.
Mayblum also is the custodian of 600,000 shares held for the benefit of
his three minor children and therefore may be considered the beneficial
owner of those shares.
(2) Enterprise Partners, LLC also is the holder of 268,481 Series A
Convertible Preferred shares, convertible into a maximum of 4,027,500
Common shares.
(3) Patrick Donelan is a 50 percent owner of Enterprise Partners, LLC,which
owns 1,567,000 shares of common stock and therefore may be considered
the beneficial owner of an additional 783,500 common shares. Mr.
Mayblum also is the custodian of 400,000 shares held for the benefit of
his two minor children and therefore may be considered the beneficial
owner of those shares.
The Series A Preferred Stock, issued on February 28, 2006,
is convertible after one year following its issuance. There are
no other plans or arrangements to issue any additional Series A
Preferred Stock at this time.
EXECUTIVE COMPENSATION
Summary Compensation Table
Annual Compensation Awards Payouts
-------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities All
Name and Restricted Underlying ($) Other
Principal ($) ($) ($) Stock Options LTIP Compen-
Position Year Salary Bonus Other Awards($) & SARs(#) Payouts
sation($)
-------------------------------------------------------------------------------------------------
-
Stephen M. Siedow 2006 $ -0- None 8,120 None None None $ -0-
Former Chairman, 2005 $ -0- None None None None None $ -0-
President/CFO 2004 $ -0- None None None None None $ -0-
William K. Mackey 2006 $ -0- None 90,000 None None None $ -0-
Chairman, CEO 2005 NA NA NA NA NA NA NA
President 2004 NA NA NA NA NA NA NA
Robert Hipple 2006 $ -0- None None None None None $ -0-
CFO 2005 NA NA NA NA NA NA NA
2004 NA NA NA NA NA NA NA
Mr. Mackey is due the sum of $7,500 per month under a consulting agreement with
the Company. This amount has been paid during 2006 by Enterprise Partners, LLC
and is reflected as $90,000 due affiliate on the Companys books. Mr. Hipple is
employed by CF Consulting LLC which has a consulting agreement with the Company
to provide various services for an amount equal to $5,000 per month in 2006 and
$7,500 per month commencing February 1, 2007. Mr. Hipple is not paid any
amounts directly or indirectly by the Company.
None of the other current or former officers or directors of the
Company have received compensation exceeding $100,000 over the
past three fiscal years.
Employment Agreements.
The Company has not entered into any employment agreements
with any officer or director of the Company, or with any other
employees. The Company has entered into a Consulting Agreement
with CF Consulting, LLC pursuant to which Robert Hipple serves
as our CFO and corporate counsel.
Other Compensation.
(a) There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Company in the event of retirement at normal retirement date as
there was no existing plan as of December 31, 2006 provided for
or contributed to by the company.
(b) With the exception of director compensation, no
remuneration is proposed to be paid in the future directly or
indirectly by the Company to any director. Our Compensation
Committee will determine the compensation to be paid to our
independent directors. No compensation has yet been approved or
paid to any of our directors.
Item 1: ELECTION OF DIRECTORS
Directors and Executive Officers.
The names, ages, and respective positions of the directors
and executive officers of the Company are set forth below. The
directors named below will serve until the next annual meeting
of our stockholders or until their successors are duly elected
and have qualified. Directors are elected for a term until the
next annual stockholders meeting. Officers will hold their
positions at the will of the board of directors, absent any
employment agreement, of which none currently exist or are
contemplated.
Under the terms of the Statements of Rights and Preferences
for the Series A Convertible Preferred Stock issued in February,
2006, the holders of the Preferred Stock, voting as a class,
elect two of the members of the Board of Directors of the
Company. This is required by the Investment Company Act of 1940
as made applicable to a business development company such as the
Company. The Nominating and Governance Committee of the Board of
Directors has nominated William Mackey and Adam Mayblum, both of
whom are interested directors, for election to the Board of
Directors by the holders of the Series A Convertible Preferred
Stock.
The Nominating and Governance Committee of the Board of
Directors has nominated Alec Hoke, William L. Sklar and John
Paul DeVito for election to the Board of Directors by the
holders of the outstanding common shares of the Company entitled
to vote at the Annual Meeting.
There are no family relationships between any two or more
of our directors or executive officers. There are no
arrangements or understandings between any two or more of our
directors or executive officers except as noted below. There is
no arrangement or understanding between any of our directors or
executive officers and any other person pursuant to which any
director or officer was or is to be selected as a director or
officer, and there is no arrangement, plan or understanding as
to whether non-management shareholders will exercise their
voting rights to continue to elect the current board of
directors. There are also no arrangements, agreements or
understandings between non-management shareholders that may
directly or indirectly participate in or influence the
management of our affairs. There are no other promoters or
control persons of the Company. There are no legal proceedings
involving the executive officers or directors of the Company.
William K. Mackey, 56, Chief Executive Officer, Chairman and
Director, joined United EcoEnergy after thirty years of C level
experience in both public and private companies. He began his
career in the chemical process industry where he spent 21 years
in various roles from sales & marketing, the laboratory from
technician to Technical Director, as Plant Manager and various
executive positions including President and Chairman of the
Board. Mr. Mackey also has 10 years of public company experience
acting as a Director, Chairman and CFO, President and CEO. He
has managed multiple locations and hundreds of employees at a
time during his tenure. His experience has allowed him to access
the capital markets for both debt & equity, communicate his
company message to the investing public and close 22 M & A
transactions. Mr. Mackey also has a one-third interest in
United EcoEnergy Advisors, LLC, the designated investment
advisor to the Company.
Adam Mayblum, age 41, co-founded United EcoEnergy Advisors, LLC,
the investment advisor for the Company, in which he holds a one-
third interest, and is a principal and founder of Enterprise
Partners, LLC, the majority common stockholder and the sole
owner of the Series A Convertible Preferred Stock of the
Company. Prior to founding Enterprise Partners, LLC, he had 17
years of experience in the financial markets as a top retail
producer specializing in Public Venture Capital. In 1998 Mr.
Mayblum left his position as Branch Manager of HJ Meyers in NY
to become a Managing Director of The May Davis Group,
specializing in PIPES (Private Investments in Public Equity). In
2002, Mr. Mayblum took a position as the Managing Director of
the Private Equities Group of Joseph Stevens & Company where he
successfully completed numerous financings and advised many
companies on changes in the regulatory environment and the
impact those changes have on their ability to raise capital in
the public and private markets. He graduated from Emory
University in 1987 with a BBA in Management.
Alec Hoke, 41, is a senior vice president of Summit Brokerage
Services in Boca Raton, Florida. Prior to that he was a senior
vice president at First Union Securities until it merged with
Wachovia Securities. He has extensive experience in venture
capital as well as specialized industry analysis. Alec expanded
his knowledge into stock market related work with several
venture capital and investment banking firms, specializing in
start-up financing. Mr. Hoke started his investment career with
Massachusetts Mutual Life Insurance Company where he developed
skills in estate planning and needs analysis to manage risk.
He is a native of Princeton, New Jersey. He attended Rutgers
University on a football scholarship, where he was an All-
American linebacker and earned his degree in Management.
William L. Sklar, 60, served as a consultant with Willmar
Management Corp. since 1988. Since September 2004 Mr. Sklar has
been the President and a Director of PaperFree Medical
Solutions, Inc., a company trading on the OTC BB. He has also
served as a Director of Pathogenics, Inc., a public company
since January 2005. Since October 26, 2005 Mr. Sklar has been a
director of Radiate Research a public company. From July 1983 to
October 1988 Mr. Sklar was the owner of Western Bag & Burlap a
textile manufacturer. Mr. Sklar holds a Bachelor of Commerce
from the University of Toronto.
John Paul DeVito, 51, currently Director of Business Development
for Bon-Trade Solutions, Inc., and has worked in the securities
and investment banking industry for thirty years. He has served
as COO of May Davis Group, Inc.; CEO of EastBrokers
International, Inc., a broker Dealer specializing in emerging
markets in Central and Eastern Europe; and Vice President of JB
Oxford & Company, Inc. He has also worked with PaineWebber
Incorporated and Smith Barney Harris Upham & Co. He holds a BA
in Psychology from New York University and a Diploma in
Financial Planning, also from New York University. He currently
holds Series 4, 7, 24, 27, 54, 55, 63 and 65 licenses from the
NASD, Inc.
Robert Hipple serves as Chief Financial Officer of the Company
on a consulting basis through CF Consulting, LLC. Mr. Hipple is
an attorney, law professor and senior executive with 35 years
experience as president and chief executive officer, chief
financial officer and general counsel, as well as a director,
for several public (NYSE, AMEX and NASDAQ) companies. He also
has extensive experience with public mergers, acquisitions and
capital raising, along with personal relations with investment
banks, broker/dealers, and market makers, and has taught both
taxation and federal securities law at Georgetown University Law
School, Emory University Law School, the University of San Diego
School of Law and Florida A&M University College of Law. Mr.
Hipple also has been President of iTrustFinancial, Inc., a
Florida based business consulting company since June, 2003, was
President and CEO of iWorld Projects & Systems, Inc., a publicly
traded business development company, was President and CEO of
International Trust & Financial Systems, Inc., a publicly traded
financial services company in 2002 and 2003 and was Senior Vice
President and General Counsel of Enesco, Inc., a New York Stock
Exchange listed company based in the Chicago area from August
1999 to April 2001. Mr. Hipple also serves as contract Chief
Financial Officer for Neptune Industries, Inc., an OTC BB traded
(NPDI) company in the aquaculture business based in Boca Raton,
Florida.
Certain Relationships and Related Transactions.
During the last two fiscal years there have not been any
relationships, transactions, or proposed transactions to which
the Company was or is to be a party, in which any of the
directors, officers, or 5% or greater shareholders (or any
immediate family thereof) had or is to have a direct or indirect
material interest, other than as set forth below.
(a) During 2005, the Company used the offices of its
former CEO, Stephen M. Seidow, as its principal offices on a
rent free basis. In addition, Mr. Seidow advanced funds to the
Company on a loan basis to pay for audit expenses and other
operating expenses, which advances were reflected as liabilities
of the Company on its financial statements through December 31,
2005. All of the amounts advanced by Mr. Seidow were paid
during the First Quarter of 2006.
(b) In February 2006, the Company approved a sub-lease of
office space with CF Consulting LLC, which our CFO, Robert
Hipple, also serves as a managing member. The lease space
serves as the principal offices of the Company and the monthly
sub-lease amount of $450 includes office space, telephone,
facsimile, utilities and Internet access for the Company. The
Company also has entered into a consulting agreement with CF
Consulting LLC to provide CFO and General Counsel services to
the Company.
(c) In February 2006, the Board of Directors authorized
the issuance of 1,000,000 shares of Series A Convertible
Preferred Stock to our majority shareholder, Enterprise
Partners, LLC, in return for an advance of $60,000 to the
Company to pay existing liabilities to our former CEO, Stephen
Seidow, and for operating capital.
Our Director, Adam Mayblum, is a fifty percent member of
Enterprise Partners, LLC and therefore did not participate in
the decision to issue the Series A Convertible Preferred Stock
to Enterprise Partners, LLC or in the decision to amend the
Certificate of Designation for the Series A Convertible
Preferred.
For each of the transactions noted above, the transaction
was negotiated, on the part of the Company, on the basis of what
is in the best interests of the Company and its shareholders. In
addition, in each case, the full board of directors made the
determination that the terms in each case were as favorable as
could have been obtained from non-affiliated parties.
Certain of our directors are engaged in other businesses,
either individually or through corporations in which they have
an interest, hold an office, or serve on a board of directors.
As a result, certain conflicts of interest may arise between the
Company and such directors. The Company will attempt to resolve
such conflicts of interest in our favor.
Compliance with Section 16(a) of the Securities Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934
requires executive officers and directors, and persons who
beneficially own more than 10% of any class of our equity
securities to file initial reports of ownership and reports of
changes in ownership with the SEC. Executive officers,
directors and beneficial owners of more than 10% of any class of
our equity securities are required by SEC regulations to furnish
us with copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to us under Rule 16a-3(d), and certain written
representations from executive officers and directors, the
Company is not aware of any of the required reports that have
not been timely filed.
Code of Ethics.
The Company has adopted a code of ethics that applies to
its board of directors, principal executive officer, principal
financial officer, principal accounting officer or controller,
or persons performing similar functions. The code of ethics in
general prohibits any officer, director or advisory person of
the Company from acquiring any interest in any security which
the Company (i) is considering a purchase or sale thereof, (ii)
is being purchased or sold by the Company, or (iii) is being
sold short by the Company. These persons are required to advise
us in writing of his or her acquisition or sale of any such
security.
Committees of the Board of Directors.
(a) Audit Committee.
The Audit Committee of the Company consists of Messrs.
Hoke, Sklar, and DeVito, all being independent directors. The
Audit Committee has adopted a written charter (a copy of which
is attached to this proxy statement). Mr. Sklar has been
designated the financial expert on our Audit Committee in
compliance with Item 401(e) of Regulation S-B. The Company has
had one meeting of this committee since its appointment in
February 2006, at which the Audit Committee appointed Berman
Hopkins Wright & LaHam CPAs, LLP as the independent auditors for
the Company for the fiscal year beginning January 1, 2007.
The primary responsibility of the Audit Committee is to
oversee our financial reporting process on behalf of our board
of directors and report the result of their activities to the
board. Such responsibilities include, but are limited to, the
selection, and if necessary the replacement, of our independent
auditors, review and discuss with such independent auditors (i)
the overall scope and plans for the audit, (ii) the adequacy and
effectiveness of the accounting and financial controls,
including our system to monitor and manage business risks, and
legal and ethical programs, and (iii) the results of the annual
audit, including the financial statements to be included in our
annual report on Form 10-K.
The Company policy is to pre-approve all audit and
permissible non-audit services provided by the independent
auditors. These services may include audit services, audit-
related services, tax services and other services. Pre-approval
is generally provided for up to one year and any pre-approval is
detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent
auditors and management are required to periodically report to
the audit committee regarding the extent of services provided by
the independent auditors in accordance with this pre-approval,
and the fees for the services performed to date. The audit
committee may also pre-approve particular services on a case-by-
case basis.
The Audit Committee approved the appointment of Berman Hopkins
Wright & LaHam CPAs, LLP as the auditors of the Company for the
fiscal year beginning January 1, 2007.
(b) Governance and Nominating Committee.
The members of our Governance and Nominating Committee are
Messrs. Hoke, Sklar, and DeVito, all independent directors. The
Governance and Nominating Committee has responsibility to
provide guidance and direction regarding the governance and
operation of the Company and assistance to the board of
directors in fulfilling the board of directors responsibilities
relating to good governance and management. The Committee is
also charged with the duty to: (a) actively seek individuals
qualified to become members of the board of directors; (b) from
time to time recommend individuals for appointment as directors
by the board of directors; (c) set the number of directors that
shall constitute the whole board of directors; (d) nominate
directors for approval by stockholders at an annual meeting of
stockholders or special meeting of stockholders; (e) recommend
to the full board of directors the establishment, charter and
membership of the various committees of the board of directors;
(f) annually evaluate the performance and function of this
Committee; (g) acting with sole authority, retain and terminate
any consulting or search firm to be used to identify director
candidates, including the sole authority to approve the firms
fees and other retention terms; and (h) annually, review and
update its own charter for consideration by the board of
directors. The Company had one meeting of this committee in
2006 as the Committee was first appointed in February 2006.
There are no specific, minimum qualifications that must be
met by a nominee recommended by the Governance and Nominating
Committee for a position on our board of directors. In
addition, there are no specific qualities or skills that the
Nominating Committee has established as necessary for one or
more of our directors to possess.
The Governance and Nominating Committee does not have any
policy with regard to the consideration of any director
candidates recommended by security holders. Our board of
directors feels that it is appropriate for the Company not to
have such a policy since the Company will consider director
candidates recommended by security holders anyway and will treat
them the same as other recommendations for the board. Security
holders wishing to submit such a recommendation must put them in
writing, addressed to our Secretary, Robert Hipple.
The process of the Governance and Nominating Committee for
identifying and evaluating nominees for director, including any
recommended by security holders, involves reviewing
recommendations among the members and interviewing certain
prospective candidates. There are no differences between in the
manner in which the committee evaluates nominees based on
whether it is recommended by security holders or not.
The current nominees for director were recommended by the
Governance and Nominating Committee.
(c) Compensation Committee.
The Compensation Committee consists of Messrs. Hoke,
Sklar, and DeVito, all independent directors. The Compensation
Committee has responsibility with respect to reviewing and
overseeing our compensation to directors and officers of the
Company, including the issuance of any stock to these
individuals, reports the results of its activities to the full
board of directors. The Company had no meetings of this
committee in 2006 as the Committee was not appointed until
February 2006 and no officer or director currently receives any
compensation for serving.
(d) Investment Committee.
The members of the Investment Committee are Messrs.
Mayblum, Hoke and DeVito, a majority being independent directors
of the Company. The Investment Committee has responsibility
with respect to reviewing and overseeing our contemplated
investments and portfolio companies and investments on behalf of
the Board and reports the results of its activities to the full
board of directors. Such Investment Committee has the ultimate
authority for and responsibility (i) to evaluate and recommend
investments, and (ii) review and discuss with management (a) the
performance of portfolio companies, (b) the diversity and risk
of our investment portfolio, and, where appropriate, make
recommendations respecting the role or addition of portfolio
investments and (c) all solicited and unsolicited offers to
purchase portfolio companies. The Company had no meetings of
this committee in 2006 as the Committee was not appointed until
February 2006 and no portfolio investments were recommended or
approved in 2006.
Meetings of the Board of Directors.
During the fiscal year ended December 31, 2006, the total
number of meetings of the board of directors held was two, which
were held by unanimous written consent of our directors.
The Company does not yet have a policy with regard to board
members attendance at annual meetings, but this issue will be
addressed by the Governance and Nominating Committee during
2007. The Company held its last annual meeting on June 30,
2006.
Communications to the Board of Directors.
Our board of directors does provide a process for security
holders to send communications to the board of directors.
Security holders can send communications to our Secretary,
Robert Hipple, at the Company address; such communications will
then be forwarded to the rest of the board of directors for
review and discussion.
VOTE REQUIRED:
The affirmative vote of a majority of the total voting power
of the issued and outstanding Series A Convertible Preferred
Stock is required to elect each of the following nominees for
the Board of Directors:
Adam Mayblum
William K. Mackey
The affirmative vote of a majority of the total voting power of
the issued and outstanding common stock is required to elect
each of the following nominees for the Board of Directors:
Alec Hoke
William L. Sklar
John Paul DeVito
Our board of directors recommends that you vote FOR the
election of each of the nominees for the Board of Directors.
Item 2: APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Berman Hopkins Wright &
LaHam CPAs & Associates, LLP of Winter Park, Florida and
Melbourne, Florida, as our independent auditors for the year
2007. Berman Hopkins Wright & LaHam CPAs & Associates, LLP
served as our independent auditors for the year ended December
31, 2006. There were no disagreements on any matter of
accounting policy or procedure with Berman Hopkins Wright &
LaHam CPAs & Associates, LLP
Audit Fees.
The aggregate fees billed for each of the last two fiscal
years for professional services rendered for the audit of our
annual financial statements, and review of financial statements
included in our Form 10-Qs and our Form 10-K for 2006 and 2005
were: 2005: $2,050; 2006: $3,833.
Audit-Related Fees.
The aggregate fees billed in each of the last two fiscal
years for assurance and related services that are reasonably
related to the performance of the audit or review of our
financial statements and are not reported under Audit Fees
above: $0.
Tax Fees.
The aggregate fees billed in each of the last two fiscal years
for professional services rendered for tax compliance, tax
advice, and tax planning: 2005: $0; and 2004: $0.
All Other Fees.
The aggregate fees billed in each of the last two fiscal
years for products and services provided by our independent
accountants, other than the services reported above: $0.
Our Audit Committee has already appointed Berman Hopkins
Wright & LaHam CPAs, LLP as the independent registered
accounting firm for the fiscal year that commenced on January 1,
2007. The board of directors of the Company recommends a vote
FOR a ratification of the decision to retain Berman Hopkins
Wright & LaHam CPAs, LLP for the fiscal year then commenced.
The Company had no prior relationship with Berman Hopkins
Wright & LaHam CPAs, LLP, and no audit-related fees, tax fees or
other fees were billed to the Company by Berman Hopkins Wright &
LaHam CPAs, LLP for any prior period.
Representatives of Berman Hopkins Wright & LaHam CPAs, LLP,
are not expected to be present at the annual meeting. This firm
will have the opportunity to make a statement if they desire to
do so.
VOTE REQUIRED
The affirmative vote of a majority of the total voting
power of the issued and outstanding common stock is required to
ratify the appointment of Berman Hopkins Wright & LaHam CPAs,
LLP by the independent Audit Committee of the Company as the
independent auditor of the Company for 2007.
The Board of Directors recommends that you vote FOR the
ratification of Berman Hopkins Wright & LaHam CPAs, LLP as the
independent auditors for the Company
Item 3. Continuation of Investment Advisory
and Management Agreement
At the Annual Meeting of Shareholders of the Company held
on June 30, 2006, the shareholders approved the Amended
Investment Advisory and Management Agreement between the Company
and United EcoEnergy Advisors, LLC, with an original term of two
years ending June 30, 2008, but subject to the annual review and
approval of the Agreement by the Board of Directors. During the
past twelve months, the Investment Advisor has performed
services for the Company under the Agreement but has not earned
or received any compensation from the Company for those
services, due to the lack of investment by the Company in any
portfolio companies, the basis on which the Investment Advisor
is compensated. The Board of Directors has proposed, and the
Investment Advisor has agreed, to continue the term of the
Agreement until June 30, 2010, during which period it is
expected that the Company will have made significant portfolio
investments. The Agreement reamins subject to annual review by
the Board of Directors, which may terminate the agreement at the
end of each one year period, if it determines to do so, as
required by the Investment Company Act of 1940.
United EcoEnergy Advisors, LLC is owned equally by Adam
Mayblum, a director of the Company and owner of more than 10
percent of the common shares of the Company; Patrick Donelan,
owner of more than 10 percent of the common shares of the
Company; and William K. Mackey, CEO and owner of more than 10
percent of the common shares of the Company. Collectively, Mr.
Mayblum, Mr. Donelan and Mr. Mackey own more than 50 percent of
the common shares of the company. Mr. Mayblum and Mr. Mackey
abstained from the consideration of the decision of the Board of
Directors to continue the Investment Advisory and Management
Agreement.
VOTE REQUIRED
The affirmative vote of a majority of the total voting
power of the issued and outstanding common stock is required to
ratify the continuation of the Investment Advisory and
Management Agreement.
The Board of Directors recommends that you vote FOR the
ratification of the continuation of the Investment Advisory and
Management Agreement.
By order of the Board of Directors
May 31, 2007
/s/ Robert Hipple
Robert Hipple, Secretary
P R O X Y
United EcoEnergy Corp.
Annual Meeting of Shareholders To Be Held June 18, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Robert Hipple as proxy of the
undersigned, with full power of substitution, and hereby
authorizes him to represent and to vote at the Annual Meeting of
Shareholders of United EcoEnergy Corp. (Company) to be held on
June 18, 2007, as designated below, all of the common stock of
the Company held of record by the undersigned on May 31, 2007,
at 409 Brevard Avenue, Cocoa, Florida 32922 at 10:00 a.m. (EDT),
for matters that properly may come before the meeting or any
adjournment thereof.
1. ELECTION OF DIRECTORS (circle one):
Holders of Series A Convertible Preferred Shares Only:
William K. Mackey
Adam Mayblum
Holders of Common Shares Only:
Alec Hoke
John Paul DeVito
William Sklar
NOTE: Any shareholder holding both Common Stock and Series A
Convertible Preferred Shares should circle all of the nominees
in both categories.
IF YOU DO NOT WISH TO VOTE IN FAVOR OF ANY NOMINEE, YOU SHOUILD
NOT CIRCLE THE NAME OF THAT NOMINEE.
2. TO APPROVE A RATIFICATION OF THE DECISION BY OUR AUDIT
COMMITTEE TO RETAIN BERMAN HOPKINS WRIGHT & LAHAM CPAs, LLP, AS
THE INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE COMPANY FOR
THE FISCAL YEAR THAT COMMENCED ON JANUARY 1, 2007 (Circle one):
FOR AGAINST ABSTAIN
3. TO RATIFY THE DECISION OF OUR BOARD OF DIRECTORS TO
CONTINUE THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT WITH
UNITED ECOENERGY ADVISORS, LLP AS OUR INVESTMENT ADVISOR (Circle
One):
FOR AGAINST ABSTAIN
Dated: June ____, 2007
__________________________________________________
(Signature of Shareholder)
Print Shareholder Name: __________________________
Note: Please sign exactly as name appears on stock certificate.
All joint owners should sign. When signing as personal
representative, executor, administrator, attorney, trustee or
guardian, please give full title as such. If a corporation,
please sign in full corporation name by president or other
authorized person. If a partnership, please sign in partnership
name by a partner.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY BY MAIL
USING THE ENCLOSED ENVELOPE OR FORWARD A SIGNED COPY BY
FACSIMILE TO THE COMPANY AT 321-433-1082, Attention, Robert
Hipple, Secretary.