UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 26, 2008
UNITED ECOENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 814-00717 84-1517723
(State or Other Jurisdiction (Commission File Number) I.R.S. Employer
of Incorporation) Identification No.)
409 Brevard Avenue
Suite 7
Cocoa, FL 32923
(Address of principal executive offices)
(321)-433-1136)
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 ? Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) At a Special Meeting of the Board of Directors of the Company held on
June 26, 2008, the Company increased the size of its Board of Directors from
five to seven. The following new directors were then appointed to fill existing
and new vacancies on the Board of Directors resulting from the expansion of the
size of the Board:
Kelly T. Hickel
Richard P. Rifenburgh
Boris Rubishevsky
Michael R. Wiechnik
Mr. Hickel also was elected as Chairman.
(c) KELLY T. HICKEL was appointed as Chairman of Paradise Music &
Entertainment, Inc. (PDSE.pk) in February 2001 until he resigned in June 2006.
Previously, Mr. Hickel was the turn-around President of Miniscribe Corp., a
troubled Fortune 500 disk drive manufacturer, from 1989 to 1990. Mr. Hickel
helped conduct a 363B sale to Maxtor from bankruptcy and supported the estate
as it returned $900 million to its stakeholders including 41% of the value to
the public shareholders. He was the President of the Maxwell Technology
Information Systems Group from 1993 until 1997, during which, Maxwell was the
9th best performing stock on NASDAQ and the #1 performing stock in California
in 1996. Mr. Hickel was, recently, Chairman and Chief Restructuring Office of
The Tyree Company in Farmingdale, New York. He is Managing Director of The
Turnaround Group, LLC and Strategic Growth Associates, a Denver-based advisory
firm, CEO of Environmental Testing Laboratories, Inc. and Chairman of the
Advisory Committee for Leaddog Capital Partners, Inc. Mr. Hickel has arranged
a number of private and public company financings and financial restructuring
over the years. Mr. Hickel is a graduate of Indiana University, with a
Bachelors of Science, and has attended coursework at Columbia University. He is
66 years old
RICHARD P. RIFENBURGH?s professional career has extended over fifty
ears. In 1955 he joined Remington Rand (later Sperry Rand, later Univac, now
Unisys) at the beginning of the computer industry. He served Univac in
numerous technical and manufacturing positions culminating as Director of
Materials in a major Univac division. In 1964 he co-founded Mohawk Data
Sciences. Over the next ten years, he helped build MDS to revenues of several
hundred million dollars and it became a New York Stock Exchange listed company.
He served progressively as Secretary - Treasurer, Executive Vice President,
President and Chairman. Of MDS Moval Management was founded in 1967 by Mr.
Rifenburgh to do investing and consulting. Since 1974 it has been used in
dealing with troubled companies in the turn-around business, crisis management
business or corporate rescue business. He has served as a director and or
officer, often Chairman, of over forty companies, twelve public companies, two
of which were New York Stock Exchange companies where he was CEO for each
company. He has been a general partner of two investment groups and served two
terms as Chairman of the Computer and Communication Industry Association. For
the last fifteen years Mr. Rifenburgh has developed expertise in public company
corporate governance, specializing in corporate mismanagement and fraud, both
suspected and real. Since 2001 Mr. Rifenburgh has been involved in Paradise
Music and Entertainment, Inc. (PDSE) where he became Chairman in 2006. PDSE is
being reorganized to invest in companies which provide environmental services
based on its successful foray into the environmental testing laboratory
business.
BORIS RUBISHEVSKY has over thirty years of business experience ranging
from corporate management and mergers and acquisitions, to business
development, sales and marketing. He has held several Board of Director
positions. Most recently, Mr. Rubizhevsky founded NexGen Security
Corporation, a consulting firm specializing in homeland security, biological
and environmental products and technologies. He actively works with firms in
Germany and the former Soviet Union on the development of new technologies
for homeland security and life science applications.
Prior to this, in 1992 Mr. Rubizhevsky co-founded Isonics Corporation
(NASDAQ: ISON), a diversified international company with offices in the
United States, Germany and Russia and businesses in life science, semi-
conductor wafer services and homeland security products. Mr. Rubizhevsky
was with Isonics for fifteen years, playing a key role in its growth
and development. He originally started the company to pursue life science
opportunities based on products developed by the Russian nuclear industry.
He identified expansion opportunities, leveraging Isonics? technology and
expertise into homeland security and biotech applications as well as
identifying capital funding sources, including the company?s initial public
offering and follow-on secondary equity and debt offerings.
Before founding Isonics, Mr. Rubizhevsky spent more than ten years with
General Electric Company in a number of international sales and marketing
managerial positions. These positions were based both in the US and abroad.
Mr. Rubizhevsky holds a B.S. degree in engineering from the Stevens Institute
of Technology. He is fluent in the Russian language and culture.
MICHAEL WIECHNIK launched his career with the State of New Jersey n 1973 in the
Governor?s Office/ Parole Board, responsible for developing programs and
administrative policies and procedures for the newly created, full time
paroling authority. In 1976 the State of New Jersey elevated the Division of
Correction and Parole to cabinet level status by establishing the Department of
Corrections (DOC). Mr. Wiechnik was tapped to create a computerized management
information system that would standardize and automate the calculation of
inmate sentences and post each inmate?s information monthly.
Mr. Wiechnik has held several key leadership positions including Chief of the
Bureau of Correctional Systems, Chief of the Bureau of Classification and
Identification Services, Inmate Disciplinary Hearing Officer, Capital Planner,
Supervisor of Capital Planning Construction and Facility Maintenance,
Supervising Administrative Analyst/Office of Employee Relations and
Administrative Analyst1. Currently Mr. Wiechnik is the driving force behind
?Clean Energy? initiatives for the DOC; planning distributive (electric)
generation projects utilizing renewable and sustainable alternative energy
sources. Mr. Wiechnick received a Bachelor of Arts degree in Psychology from
the College of New Jersey (formerly Trenton State College).
There were no arrangements or understandings between Mr. Hickel, Mr.
Rifenburgh, Mr. Rubishevsky or Mr. Wiechnik and any other persons pursuant to
which any of them was elected as a director.
The Company currently maintains separate committees of the Board. As a
result of the appointment of new directors, the Committee?s of the Board are:
Audit Committee:
Richard P. Rifenburgh, Chair
John Paul DeVito
Kelley T. Hickel
Governance and Nominating Committee:
Richard P. Rifenburgh, Chair
Alec Hoke
John Paul DeVito
Compensation Committee:
Richard P. Rifenburgh, Chair
Kelly T. Hickel
Boris Rubizhevsky
Investment Committee
Adam Mayblum, Chair
John Paul DeVito
Alec Hoke
Boris Rubizhevsky
Michael R. Wiechnik
There are no transactions, or series of transactions, since the
beginning of the Company?s current fiscal year on January 1, 2008, or any
proposed transaction, to which the Company or any subsidiary was or is to be
a party in which Mr. Hickel, Mr. Rifenburgh, Mr. Rubishevsky or Mr. Wiechnik
had, or will have, a direct or indirect interest. There is no material plan,
contract or arrangement (whether or not written)or any amendments to existing
such plans, contracts or agreements, involving the Company to which Mr. Hickel,
Mr. Rifenburgh, Mr. Rubishevsky or Mr. Wiechnik is a party.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
----------------------
None.
(b) Exhibits.
None
This report on Form 8-K may contain forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if they never
materialize or prove incorrect, could cause the results of the Company to
differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of revenue, expenses, earnings or losses from operations or
investments, or other financial items; any statements of the plans,
strategies and objectives of management for future operations; any
statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The risks, uncertainties and assumptions
referred to above include risks that are described from time to time in our
Securities and Exchange Commission, or the SEC, reports filed before this
report.
We use words such as anticipates, believes, expects, future, intends and
similar expressions to identify forward-looking statements. Our actual
results could differ materially from those projected in the forward-looking
statements for any reason. We caution you that forward-looking statements of
this type are subject to uncertainties and risks, many of which cannot be
predicted or quantified.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized officer.
Date: July 1, 2008
UNITED ECOENERGY CORP.
By /s/ Robert Hipple
--------------------------------
Robert Hipple
Chief Financial Officer
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