UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For fiscal year ended December 31, 2005

[ ] TRANSITION REPORT UNDER THE SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 814-00717

UNITED ECOENERGY CORP.
(Exact name of small business issuer as specified in its charter)

MNS EAGLE EQUITY GROUP III, INC.
(Former name if changed since last filing)

     NEVADA                                                                    84-1517723
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

412 Brevard Avenue, Cocoa, Florida                               32922
 (Address of principal executive offices)                     (Zip Code)

Registrants telephone number, including area code:              (321) 433-3860

Securities registered pursuant to        Section 12(b) of the Act:


          Title of Class               Name of each exchange on which registered

             None                                                        None

Securities registered pursuant to Section 12(g) of the Act:

Common stock, $.001 par value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Note Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligation under those Sections.

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 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ X ]

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


Yes [ X ] No [ ]

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrants classes of common stock as of the latest practicable date.

At January 31, 2006, a total of 284,689 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual reports to security holders; (2) Any proxy or information statements; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

                           TABLE OF CONTENTS
        PART I

        Item 1.  Business.............................................  1

        Item 1A  Risk Factors ........................................ 15

        Item 1B  Unresolved Staff Comments ........................... 18

        Item 2.  Description of Property.............................. 18

        Item 3.  Legal Proceedings.................................... 18

        Item 4.  Submission of Matters to a Vote of Security Holders.. 18

        PART II

        Item 5.   Market for Common Equity and Related Stockholder
                Matters and Issuer Purchases of Equity.............. 18

        Item 6.   Selected Financial Data............................. 20

        Item 7.  Management's Discussion and Analysis of Financial
               Condition and Results of 0perations.................. 20

        Item 7A. Quantitative and Qualitative Disclosure about
               Market Risk.......................................... 23

        Item 8   Financial Statements and Supplementary Data.......... 23

        Item 9.  Changes in and Disagreements with Accountants
                   on Accounting and Financial Disclosure .............. 23

        Item 9A. Controls and Procedures.............................. 24

        Item 9B. Other Information.................................... 24

        PART III

        Item 10  Directors and Executive Officers..................... 30

        Item 11. Executive Compensation............................... 31

        Item 12. Security Ownership of Certain Beneficial
               Owners and Management................................ 33

        Item 13. Certain Relationships and Related Transactions....... 35

        Item 14. Principal Accountant Fees and Services............... 35

        Item 15. Exhibits, Financial Statement Schedules.............. 36

Index to Financial Statements....................................... 37

Financial Statements............................................... F-1

Signatures.......................................................... 38

FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements and information relating to United EcoEnergy Corp. (the Company or Company) that are based on the beliefs of its management as well as assumptions made by and information currently available to its management. When used in this report, the words "anticipate", "believe", "estimate", "expect", "intend", "plan" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management's current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; a general lack of interest for any reason in going public by means of transactions involving public blank check companies; federal or state laws or regulations having an adverse effect on blank check companies, Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks," and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected.

PART I

Item 1. DESCRIPTION OF BUSINESS.

BACKGROUND

The Company was incorporated as MSN Eagle Equity Group III, Inc., a Nevada corporation, on February 28, 1997. The Company issued 725,000 shares of common stock to MSN Eagle Equity Group, Inc. (?MSN Parent?) for cash, organization costs and deferred offering costs. Through the end of 2005, the Company was in the development stage with no significant assets or liabilities and had been essentially inactive, except for organizational activities. On February 21, 2006, the Company changed its corporate name to United EcoEnergy Corp. by the unanimous written consent of the holders of all of the outstanding stock, and on February 28, 2006, the Company elected to be treated as a Business Development Company under Section 55 of the Investment Company Act of 1940.

During October, 1997, MSN Parent offered for sale, at the price of US $1.00 per unit, a total of 100,000 Units. Each Unit consisted of a share of common stock in six different corporations for a total of six (6) shares of stock, including one share of common stock, $.001 par value per share, of MSN Eagle Equity Group, Inc., the former parent, and one share of common stock, $.001 par value per share, of each of the following corporations organized in the State of Nevada and which were at that time wholly owned subsidiaries of MSN Parent, namely: MSN Eagle Equity Group I, Inc., MSN Eagle Equity Group II, Inc., MSN Eagle Equity Group III, Inc. (the Company), MSN Eagle Equity Group IV, Inc. and MSN Eagle Equity Group V, Inc. No minimum number of Units had to be sold.

On October 31, 1997 MSN Parent closed the private placement offering. A total of 7,500 units were sold for $7,500. $500 of the total proceeds were allocated by MSN Parent to the Company.

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The Company currently owns no real estate and has no full time employees, but has implemented the steps to act as a Business Development Company under a new business plan and model by the filing of an election to be treated as a Business Development Company on Form N54-A with the SEC on February 28, 2006. (See, Item 9b. Other Information).

EXCHANGE ACT REGISTRATION

The Company voluntarily filed a registration statement on Form 10-SB in October 1999 with the Securities and Exchange Commission (SEC or Commission) in order to register the Company's common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (Exchange Act). The Company is required to file quarterly, annual and other reports and other information with the SEC as required by the Exchange Act. If the Company's duty to file reports under the Exchange Act is suspended, the Company intends to nonetheless continue filing reports on a voluntary basis if it is able to do so.

BUSINESS

As a Business Development Company, or BDC, under the Investment Company Act of 1940 (the 1940 Act), the business model of the Company is to locate, invest in and provide management assistance to small public and private companies to enable those companies to undertake their own business plans and models.

Although we are not limited, as a BDC, to seeking portfolio investments in a particular market segment, we intend to seek full or partial ownership of approximately half of the 45 independent biodiesel production facilities located in the United States, enabling each facility to benefit from consolidated purchasing power, larger scale sales contracts and shared technical and administrative support services. United EcoEnergy Corp. also intends to incorporate automation into each operation, making the plants more efficient and in many cases able to expand production capacity. The consolidation of small independent producers will enable each facility to benefit from bulk purchasing not available to an independent producer, resulting in significantly reduced and stabilized raw material, transportation, and equipment costs. It will also facilitate sales contracts with major fleet customers, outside the scope of the small independent producer. Consolidation will result in greater profitability and increased availability of competitive alternative fuel in the marketplace.

Each of the target portfolio investment companies is currently producing biodiesel from used cooking oil and/or soybean oil. Biodiesel is a renewable fuel that is less polluting than existing diesel fuel. Its use not only reduces the reliance on foreign oil, but stimulates domestic agriculture and protects the environment by recycling large quantities of waste products.

In connection with our BDC election, the Company has adopted Corporate Governance resolutions and intends to operate as a closed-end management investment company as a business development company (a BDC). The following information is disclosed as a material departure from our prior business plan.

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INVESTMENT STRATEGY

We have conducted limited operations to date. Under this recent election, we have been organized to provide investors with the opportunity to participate, with a modest amount in venture capital, in investments that are generally not available to the public and that typically require substantially larger financial commitments. In addition, we will provide professional management and administration that might otherwise be unavailable to investors if they were to engage directly in venture capital investing. We have decided to be regulated as a business development company under the 1940 Act, and will operate as a non-diversified company as that term is defined in Section 5(b)(2) of the 1940 Act. We will, at all times, conduct our business so as to retain our status as a BDC. We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC without the approval of the holders of a majority of our outstanding voting stock as defined under the 1940 Act.

As a business development company, we are required to invest at least 70% of our total assets in qualifying assets, which, generally, are securities of private companies or securities of public companies whose securities are not eligible for purchase on margin (which includes many companies with thinly traded securities that are quoted in the pink sheets or the NASD Electronic Quotation Service.) We must also offer to provide significant managerial assistance to these portfolio companies. Qualifying assets may also include:

* cash,
* cash equivalents,
* U.S. Government securities, or
* high-quality debt investments maturing in one year or less from the date of investment.

We may invest a portion of the remaining 30% of our total assets in debt and/or equity securities of companies that may be larger or more stabilized than target portfolio companies.
Nature of a BDC

The 1940 Act defines a BDC as a closed-end management investment company that provides small businesses that qualify as an eligible portfolio company with investment capital and also significant managerial assistance.
A BDC is required under the 1940 Act to invest at least 70% of its total assets in qualifying assets consisting of eligible portfolio companies as defined in the 1940 Act and certain other assets including cash and cash equivalents.

An eligible portfolio company generally is a United States company that is not an investment company and that:

* does not have a class of securities registered on an exchange or included in the Federal Reserve Board's over-the-counter margin list;
* is actively controlled by a BDC and has an affiliate of a BDC on its board of directors; or
* meets such other criteria as may be established by the SEC.

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Control under the 1940 Act is presumed to exist where a BDC owns more than 25% of the outstanding voting securities of the eligible portfolio company. We may or may not control our portfolio companies. An example of an eligible portfolio company is a new start up company or a privately owned company that has not yet gone public by selling its shares in the open market and has not applied to have its shares listed on a nationally recognized exchange such as the NYSE the American Stock Exchange, National Association of Securities Dealers' Automated Quotation System, or the National Market System. An eligible portfolio company can also be one which is subject to filing, has filed, or has recently emerged from reorganization protection under Chapter 11 of the Bankruptcy Act.

A BDC may invest the remaining 30% of its total assets in non-qualifying assets, including companies that are not eligible portfolio companies. The foregoing percentages will be determined, in the case of financings in which a BDC commits to provide financing prior to funding the commitment, by the Amount of the BDC's total assets represented by the value of the maximum amount of securities to be issued by the borrower or lessee to the BDC pursuant to such commitment. As a BDC, we must invest at least 70% of our total assets in qualifying assets but may invest more in such qualifying assets.

Primary Strategy

We will have significant relative flexibility in selecting and structuring our investments. We will not be subject to many of the regulatory limitations that govern traditional lending institutions such as banks. We will seek to structure our investments so as to take into account the uncertain and potentially variable financial performance of our portfolio companies. This should enable our portfolio companies to retain access to committed capital at different stages in their development and eliminate some of the uncertainty surrounding their capital allocation decisions. We will calculate rates of return on invested capital based on a combination of up-front commitment fees, current and deferred interest rates and residual values, which may take the form of common stock, warrants, equity appreciation rights or future contract payments. We believe that this flexible approach to structuring investments will facilitate positive, long-term relationships with our portfolio companies and enable us to become a preferred source of capital to them. We also believe our approach should enable debt financing to develop into a viable alternative capital source for funding the growth of target companies that wish to avoid the dilutive effects of equity financings for existing equity holders.

Longer Investment Horizon

We will not be subject to periodic capital return requirements. These requirements, which are standard for most private equity and venture capital funds, typically require that these funds return to investors the initial capital investment after a pre-agreed time, together with any capital gains on such capital investment. These provisions often force such funds to seek the return of their investments in portfolio companies through mergers, public equity offerings or other liquidity events more quickly than they otherwise might, which can result in a lower overall return to investors and adversely affect the ultimate viability of the

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affected portfolio companies. Because we may invest in the same portfolio companies as these funds, we are subject to these risks if these funds demand a return on their investments in the portfolio companies. We believe that our flexibility to take a longer-term view should help us to maximize returns on our invested capital while still meeting the needs of our portfolio companies.

Established Deal Sourcing Network

We believe that, through our management and directors, we have solid contacts and sources from which to generate investment opportunities. These contacts and sources include:

* public and private companies,
* investment bankers,
* attorneys,
* accountants,
* consultants, and
* commercial bankers.

However, we cannot assure you that such relationships will lead to the origination of debt or other investments.

Investment Criteria

As a matter of policy, we will not purchase or sell real estate or interests in real estate or real estate investment trusts except that we may:

* purchase and sell real estate or interests in real estate in connection with the orderly liquidation of investments, or in connection with foreclosure on collateral;
* own the securities of companies that are in the business of buying, selling or developing real estate; or
* finance the purchase of real estate by our portfolio companies.

We will limit our investments in more traditional securities (stock and debt instruments) and will not, as a matter of policy:

* sell securities short except with regard to managing the risks associated with publicly-traded securities issued by our portfolio companies; or
* purchase securities on margin (except to the extent that we may purchase securities with borrowed money); or
* engage in the purchase or sale of commodities or commodity contracts, including futures contracts except where necessary in working out distressed loans or similar investment situations or in hedging the risks associated with interest rate fluctuations, and, in such cases, only after all necessary registrations or exemptions from registration with the Commodity Futures Trading Commission have been obtained.

Prospective Portfolio Company Characteristics. We have identified several criteria that we believe will prove important in seeking our investment objective with respect to target companies. These criteria will provide

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general guidelines for our investment decisions; however, we caution readers that not all of these criteria will be met by each prospective portfolio company in which we choose to invest.
Experienced Management. We will generally require that our portfolio companies have an experienced president or management team. We will also require the portfolio companies to have in place proper incentives to induce management to succeed and to act in concert with our interests as investors, including having significant equity interests. We intend to provide assistance in this area either supervising management or providing management for our portfolio companies.

Products or Services. We will seek companies that are involved in products or services that do not require significant additional capital or research expenditures. In general, we will seek target companies that make innovative use of proven technologies or methods.
Proprietary Advantage. We expect to favor companies that can demonstrate some kind of proprietary sustainable advantage with respect to their competition. Proprietary advantages include, but are not limited to:

* patents or trade secrets with respect to owning or manufacturing its products, and
* a demonstrable and sustainable marketing advantage over its competition.

Marketing strategies impose unusual burdens on management to be continuously ahead of its competition, either through some kind of technological advantage or by being continuously more creative than its competition.

Profitable or Nearly Profitable Operations Based on Cash Flow from Operations.

We will focus on target companies that are profitable or nearly profitable on an operating cash flow basis. Typically, we would not expect to invest in start-up companies unless there is a clear exit strategy in place.

Potential for Future Growth

We will generally require that a prospective target company, in addition to generating sufficient cash flow to cover its operating costs and service its debt, demonstrate an ability to increase its revenues and operating cash flow over time. The anticipated growth rate of a prospective target company will be a key factor in determining the value that we ascribe to any warrants or other equity securities that we may acquire in connection with an investment in debt securities.

Exit Strategy

Prior to making an investment in a portfolio company, we will analyze the potential for that company to increase the liquidity of its common equity through a future event that would enable us to realize appreciation, if any, in the value of our equity interest. Liquidity events may include:

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* an initial public offering,
* a private sale of our equity interest to a third party,
* a merger or an acquisition of the portfolio company, or
* a purchase of our equity position by the portfolio company or one of its stockholders.

We may acquire warrants to purchase equity securities and/or convertible preferred stock of the eligible portfolio companies in connection with providing financing. The terms of the warrants, including the expiration date, exercise price and terms of the equity security for which the warrant may be exercised, will be negotiated individually with each eligible portfolio company, and will likely be affected by the price and terms of securities issued by the eligible portfolio company to other venture capitalists and other holders. We anticipate that most warrants will be for a term of five to ten years, and will have an exercise price based upon the price at which the eligible portfolio company most recently issued equity securities or, if a new equity offering is imminent, the proposed offering price of the equity securities. The equity securities for which the warrant will be exercised generally will be common stock, of which there may be one or more classes, or convertible preferred stock. Substantially all the warrants and underlying equity securities will be restricted securities under the 1933 Act at the time of the issuance. We will generally negotiate for registration rights with the issuer that may provide:
* piggyback registration rights, which will permit us under certain circumstances, to include some or all of the securities owned by us in a registration statement filed by the eligible portfolio company, or
* in some circumstances, "demand" registration rights permitting us, under certain circumstances, to require the eligible portfolio company to register securities under the 1933 Act, in some cases at our expense.

We will generally negotiate net issuance provisions in the warrants, which will allow us to receive upon exercise of the warrant without payment of any cash a net amount of shares determined by the increase in the value of the issuer's stock above the exercise price stated in the warrant. Liquidation Value of Assets

Although we do not intend to operate as an asset based lender, the prospective liquidation value of the assets, if any, collateralizing any debt securities that we hold will be an important factor in our credit analysis. We will emphasize both tangible assets, such as:

* accounts receivable,
* inventory, and
* equipment,

and intangible assets, such as:

* intellectual property,
* customer lists,
* networks, and
* databases.

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Investment Process

Due Diligence. If a target company generally meets the characteristics described above, we will perform initial due diligence, including:

* company and technology assessments,
* existing management team,
* market analysis,
* competitive analysis,
* evaluation of management, risk analysis and transaction size,
* pricing, and
* structure analysis.

Much of this work will be done by management and professionals who are well known by management. The criteria delineated above provide general parameters for our investment decisions. We intend to pursue an investment strategy by further imposing such criteria and reviews that best insures the value of our investments. As unique circumstances may arise or be uncovered, not all of such criteria will be followed in each instance but the process provides a guideline by which investments can be prudently made and managed. Upon successful completion of the preliminary evaluation, we will decide whether to deliver a non-binding letter of intent and move forward towards the completion of a transaction.

In our review of the management team, we look at the following:

* Interviews with management and significant shareholders, including any financial or strategic sponsor;
* Review of financing history;
* Review of management's track record with respect to:

o product development and marketing,
o mergers and acquisitions,
o alliances,
o collaborations,
o research and development outsourcing and other strategic activities;

* Assessment of competition; and
* Review of exit strategies.

In our review of the financial conditions, we look at the following:

* Evaluation of future financing needs and plans;
* Detailed analysis of financial performance;
* Development of pro forma financial projections; and
* Review of assets and liabilities, including contingent liabilities, if any, and legal and regulatory risks.

In our review of the products and services of the portfolio company, we look at the following:

* Evaluation of intellectual property position;
* Review of existing customer or similar agreements and arrangements;
* Analysis of core technology;

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* Assessment of collaborations;
* Review of sales and marketing procedures; and
* Assessment of market and growth potential.

Upon completion of these analyses, we will conduct on-site visits with the target company's management team. Also, in cases in which a target company is at a mature stage of development and if other matters exist that warrant such an evaluation, we will obtain an independent appraisal of the target company.

Ongoing Relationships with Portfolio Companies

Monitoring. We will continuously monitor our portfolio companies in order to determine whether they are meeting our financing criteria and their respective business plans. We may decline to make additional investments in portfolio companies that do not continue to meet our financing criteria. However, we may choose to make additional investments in portfolio companies that do not do so, but we believe that we will nevertheless perform well in the future.

We will monitor the financial trends of each portfolio company to assess the appropriate course of action for each company and to evaluate overall portfolio quality. Our management team and consulting professionals, who are well known by our management team, will closely monitor the status and performance of each individual company on at least a quarterly and, in some cases, a monthly basis.

We will use several methods of evaluating and monitoring the performance and fair value of our debt and equity positions, including but not limited to the following:

* Assessment of business development success, including product development, financings, profitability and the portfolio company's overall adherence to its business plan;
* Periodic and regular contact with portfolio company management to discuss financial position, requirements and accomplishments;
* Periodic and regular formal update interviews with portfolio company management and, if appropriate, the financial or strategic sponsor;
* Attendance at and participation in board meetings;
* Review of monthly and quarterly financial statements and financial projections for portfolio companies.

Managerial Assistance. As a business development company, we will offer, and in many cases may provide, significant managerial assistance to our portfolio companies. This assistance will typically involve:

* monitoring the operations of our portfolio companies,
* participating in their board and management meetings,
* consulting with and advising their officers, and
* providing other organizational and financial guidance.

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Diversification

As a BDC, we must invest at least 70% of our total assets in qualifying assets consisting of investments in eligible portfolio companies and certain other assets including cash and cash equivalents. In order to receive favorable pass-through tax treatment on any distributions to our shareholders, we intend to diversify our pool of investments in such a manner so as to qualify as a diversified closed end management investment company. However, because of the limited size of the funding which is likely to be available to us, we will likely be classified as a non- diversified closed end investment company under the 1940 Act. Until we qualify as a registered investment company, we will not be subject to the diversification requirements applicable to RICs under the Internal Revenue Code. Therefore, we will not receive favorable pass through tax treatment on distributions to our shareholders. In the future, we will seek to increase the diversification of our portfolio so as to make it possible to meet the RIC diversification requirements, as described below. We cannot assure you, however, that we will ever be able to meet those requirements.

To qualify as a RIC, we must meet the issuer diversification standards under the Internal Revenue Code that require that, at the close of each quarter of our taxable year,

* not more than 25% of the market value of our total assets is invested in the securities of a single issuer, and
* at least 50% of the market value of our total assets is represented by cash, cash items, government securities, securities of other RICs, and other securities.

Each investment in these other securities is limited so that not more than 5% of the market value of our total assets is invested in the securities of a single issuer and we do not own more than 10% of the outstanding voting securities of a single issuer. For purposes of the diversification requirements under the Internal Revenue Code, the percentage of our total assets invested in securities of a portfolio company will be deemed to refer, in the case of financings in which we commit to provide financing prior to funding the commitment, to the amount of our total assets represented by the value of the securities issued by the eligible portfolio company to us at the time each portion of the commitment is funded.

Investment Amounts

The amount of funds committed to a portfolio company and the ownership percentage received will vary depending on the maturity of the portfolio company, the quality and completeness of the portfolio company's management team, the perceived business opportunity, the capital required compared to existing capital, and the potential return. Although investment amounts will vary considerably, we expect that the average investment, including follow-on investments, will be between $250,000 and $5,000,000.

Competition

Our primary competitors to provide financing to target companies, including target companies in the biofuels industry, will include private equity and venture capital funds, other equity and non-equity based investment funds

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and investment banks and other sources of financing, including traditional financial services companies such as commercial banks and specialty finance companies. Many of these entities have substantially greater financial and managerial resources than we will have. We believe that our competitive advantage with regard to quality target companies relates to our ability to negotiate flexible terms and to complete our review process on a timely basis. We cannot assure you that we will be successful in implementing our strategies.

THE COMPANY AND ITS STRUCTURE

The Board of Directors and its Committees

The Board of Directors is empowered to manage and oversee our operations as a BDC. As such, these decisions will be made according to guidelines adopted for that purpose. All directors will be reimbursed by the Company for any expenses incurred in attending directors' meetings provided that the Company has the resources to pay these fees. The Company intends to apply for officers and directors liability insurance at such time that it has the resources to do so. The Company will maintain whatever insurance and surety bonds are necessary when holding physical certificates and other assets in possession. A majority of our directors are and will be independent directors, as defined by the provisions of the Investment Company Act of 1940 applicable to BDCs.

Audit Committee

An Audit Committee charter has been accepted and will be under the independent directorship control of independent directors. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The audit committee will assist in determining the carrying values of portfolio investments.

Investment Committee

An Investment Committee charter and policy has been approved by, and is under the directorship control of a majority of independent directors. The function of the charter and the committee will be to review and approve all investments in excess of $25,000 and assist in determining the carrying values of portfolio investments.

Compensation Committee

A Compensation Committee charter and policy has been approved by, and is under the directorship of independent directors. The purpose of the compensation committee will be to manage the stock option plan and review and recommend compensation arrangements for the officers and Board of Directors.

Governance and Nominating Committee

A Governance and Nominating Committee charter has been accepted and is under the independent directorship control of a majority of independent directors. The primary role of the Governance and Nominating Committee is to actively

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seek individuals qualified to become members of the board of directors, while ensuring that proper evaluations and performances are upheld within the boards of portfolio companies, and also to nominate officers and directors of the Corporation for approval by the full Board of Directors and by the shareholders where required.

Verification of Independent Directors

A resolution has been adopted and a policy for determination of director independence has been established. Our independent directors have proclaimed and established themselves as independent via the following proclamation as established by the Independence Charter, including:

* within the last three (3) years, has not received more than $60,000 per year in direct compensation from the Company or any of its affiliates other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
* within the last three (3) years, has not been affiliated with or employed by any independent audit firm presently acting as auditor of the Company or an affiliate of the Company or having acted as such an auditor during the previous 3 years;
* within the past three (3) years, has had no personal service relationships and has not been affiliated with an organization that has had a personal service relationship with the Company, or with a member of the Company's senior management;
* within the past (3) years, has not accepted any fee or compensation from the Company other than director's fees and compensation;
* within the last three (3) years, has not had any material business relationship (such as commercial, industrial, consulting, legal, or accounting) with the Company for which the Company has been required to make disclosure under Regulation S-K of the Securities and Exchange Commission; and;
* within the past three (3) years, has not been part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee or a committee of a similar nature of another company that concurrently employs the director.

Stock Option Plan

The Company presently maintains a stock option and a stock compensation plan, approved by the shareholders of the Company in 1997. No options, warrants or rights have been issued under those plans as of the date of this report.

Executive Compensation

No officer, director or employee has received any cash compensation to date, and no director, officer or employee has a contract or commitment to receive annual compensation in excess of $100,000. Each officer may also be paid a negotiated percentage of profits for the events that they arrange. No officer will receive any other compensation from us unless approved by the independent Compensation Committee.

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Conflicts of Interest

None of our key personnel is required to commit full time to our affairs and, accordingly, these individuals may have conflicts of interest in allocating management time among their various business activities. In the course of their other business activities, certain key personnel may become aware of investment and business opportunities which may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Each officer and director is, so long as he is officer or director subject to the restriction that all opportunities contemplated by our plan of operation that come to his attention, either in the performance of his duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that he is affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we, or the companies to which the officer or director is affiliated, desire to take advantage of an opportunity, then the applicable officer or director would abstain from negotiating and voting upon the opportunity. However, to the extent permitted under the 1940 Act, the officer or director may take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy in connection with these types of transactions.
Code of Ethics

We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code's requirements.

Employees

As of January 31, 2006, we had no employees. Various aspects of due diligence of prospective portfolio companies and monitoring the activities of portfolio companies will be subcontracted to consultants. The Company may require additional employees in the areas of administration, sales and marketing, etc. in the future and as additional portfolio companies are added. There is intense competition for capable, experienced personnel and there is no assurance the Company will be able to obtain new qualified employees when required. The Company believes its relations with its prospective consultants and employees are good.

FINANCIAL AND OTHER INFORMATION

Other Regulatory Matters

We are a business development company under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between business development companies and their affiliates, including any investment advisers or sub-advisers, principal underwriters and affiliates

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of those affiliates or underwriters and requires that a majority of the directors be persons other than interested persons, as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a business development company unless approved by a majority of our outstanding voting securities.

We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% of debt immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes. Regulations governing our operation as a BDC will affect our ability to, and the way in which we raise additional capital, which may expose us to risks, including the typical risks associated with leverage.

No new pronouncement issued by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants or the Securities and Exchange Commission is expected to have a material impact on the Company's financial position or reported results of operations.

Determination of Net Asset Value

The net asset value per share of our outstanding shares of common stock will be determined quarterly, as soon as practicable after, and as of the end of, each calendar quarter, by dividing the value of total assets minus total liabilities by the number of shares outstanding at the date as of which such determination is made.

In calculating the value of our total assets, we will value securities that are publicly traded at the closing price on the valuation date for exchange traded and NASDAQ listed securities or the average of the bid and asked prices for other securities. Debt and equity securities that are not publicly traded will be valued at fair value as determined in good faith by a valuation committee of our board of directors based on the recommendation by our investment adviser and under valuation guidelines adopted by our board of directors, and then approved by our entire board of directors. Initially, the fair value of these securities will be their original cost.
Debt securities valued at cost would be revalued for significant events affecting the issuer's performance and equity securities valued at cost would be revalued if significant developments or other factors affecting the investment provide a basis for valuing the security at a price other than cost, such as

* results of subsequent financing,
* the availability of market quotations,
* the portfolio company's operations and
* changes in market conditions.

For warrants, our cost usually will be a nominal amount, such as $.01 per share. Debt securities with remaining maturities of 60 days or less at

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the time of purchase will be valued at amortized cost. Debt securities which are publicly traded will be valued by using market quotations obtained from pricing services or dealers. Our valuation guidelines will be subject to periodic review by our board of directors and may be revised in light of our experience, regulatory developments or otherwise.

Determination of fair values involves subjective judgment and estimates not susceptible to substantiation by auditing procedures. Accordingly, under current auditing standards, the notes to our financial statements will refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.

Item 1A. RISK FACTORS.

THE COMPANY HAS LIMITED RESOURCES AND NO PRESENT SOURCE OF REVENUES

The Company has limited resources and has had no revenues to date. In addition, the Company will not achieve any revenues until, at the earliest, the consummation of a Portfolio Investment. Moreover, there can be no assurance that any Portfolio Investment, at the time of the Company's consummation of an investment, or at any time thereafter, will provide any material revenues from its operations or operate on a profitable basis.

THE COMPANY MAY NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE ITS BUSINESS PLAN

The Company has had no revenues to date and will be entirely dependent upon its limited available financial resources. The Company cannot ascertain with any degree of certainty the capital Requirements for the execution of its business plan. In the event that the Company's limited financial resources prove to be insufficient to implement the Company's business plan, the Company may be required to seek additional financing.

ADDITIONAL FINANCING MAY NOT BE AVAILABLE TO THE COMPANY IF NEEDED

There can be no assurance that additional financing, if needed, will be available on acceptable terms, or at all. To the extent that additional financing proves to be unavailable when needed, the Company would, in all likelihood, be compelled to abandon plans for a Portfolio Investment, and would have minimal capital remaining to pursue other Portfolio Companies. The failure by the Company to secure additional financing, if needed, could also have a material adverse effect on the continued development or growth of the Portfolio Company. The Company has no arrangements with any bank or financial institution to secure additional financing and there can be no assurance that any such arrangement, if required or otherwise sought, would be available on terms deemed to be commercially acceptable and in the best interests of the Company.

THE COMPANY MAY NOT BE ABLE TO BORROW FUNDS IF NEEDED

There currently are no limitations on the Company's ability to borrow funds to increase the amount of capital available to the Company to effect a Portfolio Investment, other than the general limitation of the ratio between debt and equity imposed on all BDCs by the 1940 Act. Moreover, the limited resources of the Company and lack of operating history will make it

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difficult to borrow funds. The amount and nature of any borrowings by the Company will depend on numerous considerations, including the Company's capital requirements, the Company's perceived ability to meet debt service on any such borrowings and the then prevailing conditions in the financial markets, as well as general economic conditions. There can be no assurance that debt financing, if required or sought, would be available on terms deemed to be commercially acceptable by and in the best interests of the Company. The inability of the Company to borrow funds required to effect or facilitate an investment, or to provide funds for an additional infusion of capital into a Portfolio Company, may have a material adverse effect on the Company's financial condition and future prospects. Additionally, to the extent that debt financing ultimately proves to be available, any borrowings may subject the Company to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, a Portfolio Company may have already incurred borrowings and, therefore, all the risks inherent thereto.

THE COMPANY IS UNABLE TO ASCERTAIN RISKS RELATING TO THE INDUSTRY AND NATURE OF UNIDENTIFIED PORTFOLIO INVESTMENT TARGETS

The Company has not yet selected any particular Portfolio Company in the bio-fuels industry in which to concentrate its investment efforts. The directors and executive officers of the Company have had no contact or discussions with any entity or representatives of any entity regarding consummation of a Portfolio Investment. Accordingly, there is no basis to evaluate the possible merits or risks of a Portfolio Investment, and therefore risks of a currently unascertainable nature may arise when a specific Portfolio Company is chosen. For example, to the extent that the Company effects an investment in a financially unstable company or an entity in its early stage of development or growth (including entities without established records of revenues or income), the Company will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that the Company effects an investment in an entity in an industry characterized by a high level of risk such as the bio-fuels industry, the Company will become subject to the currently unascertainable risks of that industry. Although management will endeavor to evaluate the risks inherent in a particular Portfolio Company, there can be no assurance that the Company will properly ascertain or assess all such risks.

SUCCESS OF THE COMPANY'S BUSINESS PLAN DEPENDS IN LARGE PART UPON THE CONSUMMATION OF A PORTFOLIO INVESTMENT

The success of the Company's proposed plan of operation will depend to a great extent on locating and consummating an investment in a Portfolio Company. Subsequent to any investment, the Company's success will depend greatly on the operations, financial condition, and management of the identified Portfolio Company. While management intends to seek an investment in a company that has an established operating history, it cannot assure that the Company will successfully locate candidates meeting such criteria. In the event the Company completes an investment, the success of the Company's operations may be dependent upon management of the Portfolio Company and numerous other factors beyond the Company's control.

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THE COMPANY DEPENDS UPON ITS EXECUTIVE OFFICERS AND DIRECTORS

The ability of the Company to successfully effect a Portfolio Investment will be dependent upon the efforts of its executive officers and directors, as well as its ability to attract additional directors and executive officers. The Company has not entered into employment agreements or other understandings with any officer or director concerning compensation or obtained any "key man" life insurance on his or her life.

THERE EXIST RISKS TO STOCKHOLDERS RELATING TO DILUTION: AUTHORIZATION OF ADDITIONAL SECURITIES AND REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING A PORTFOLIO INVESTMENT

To the extent that additional shares of Common Stock are issued, the Company's stockholders would experience dilution of their respective ownership interests in the Company. Additionally, if the Company issues a substantial number of shares of Common Stock in connection with or following a Portfolio Investment, a change in control of the Company may occur which may affect, among other things, the Company's ability to utilize net operating loss carry forwards, if any. Furthermore, the issuance of a substantial number of shares of Common Stock may adversely affect prevailing market prices, if any, for the Common Stock and could impair the Company's ability to raise additional capital through the sale of its equity securities. The Company may use consultants and other third parties providing goods and services, including assistance in the identification and evaluation of potential Portfolio Companies. These consultants or third parties may be paid in cash, stock, options or other securities of the Company, and the consultants or third parties may be Placement Agents or their affiliates.

THE COMPANY EXPECTS TO PAY NO CASH DIVIDENDS

The Company does not expect to pay dividends prior to the consummation of a Portfolio Investment. The payment of dividends after consummating any such investment will be contingent upon the Company's revenues and earnings, if any, capital requirements, and general financial condition subsequent to consummation of an investment. The payment of any dividends subsequent to an investment will be within the discretion of the Company's then Board of Directors. The Company presently intends to retain all earnings, if any, for use in the Company's business operations and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

THE COMPANY IS AUTHORIZED TO ISSUE PREFERRED STOCK

The Company's Certificate of Incorporation authorizes the issuance of 5,000,000 shares of preferred stock (the "Preferred Stock"), with such designations, powers, preferences, rights, qualifications, limitations and restrictions of such series as the Board of Directors, subject to the laws of the State of Nevada, may determine from time to time. Accordingly, the Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. In addition, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging,

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delaying or preventing a change in control of the Company. As of the date of this report, the Company has no outstanding shares of Preferred Stock. On February 26, 2006, the Board of Directors authorized the establishment of a Class A Convertible Preferred Stock, with one million shares authorized to be issued. A Designation of Preferences for the Class A Convertible Preferred Stock was filed with the Secretary of State of Nevada on February 27, 2006, and a copy of that Designation is filed with this report as Exhibit 1A.1. The Board of Directors authorized the issuance of the 1 million shares to Enterprise Partners, LLC, our majority stockholder, in return for conversion of an outstanding liability in the amount of $60,000 owed to Enterprise Partners, LLC for initial seed capital for operations. Our director, Adam Mayblum, is a Managing Director of Enterprise Partners LLC and a fifty percent owner.

Item 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

Item 2. DESCRIPTION OF PROPERTY.

The Company neither owns nor leases any real estate or other properties at the present time. The Company requires minimal office space and the Company has subleased space for corporate and administrative purposes in Cocoa, Florida from iTrustFinancial, Inc., an independent consultant to he Company, for $450 per month commencing in February, 2006.
This arrangement will continue until the Company raises funding and determines that more extensive office space is necessary for its operations.

Item 3. LEGAL PROCEEDINGS.

There are no legal proceedings which are pending or have been threatened against the Company or any officer, director or control person of which management is aware.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote or for the written consent of security shareholders for the fourth quarter of the year ended December 31, 2005, and no meeting of shareholders was held.

PART II

Item 5. MARKET FOR REGISTRANT?S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

PRICE RANGE of the COMMON STOCK

Not applicable. The common shares of the Company are not admitted for trading on any electronic medium or exchange.

DIVIDENDS

The Company has not declared or paid any dividends on its common stock to date. Management anticipates that any future earnings will be retained as working capital and used for business purposes. Accordingly, it

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is unlikely that the Company will declare or pay any such dividends in the foreseeable future.

SHAREHOLDERS

The Company had one shareholder of record as of December 31, 2005. The Company had 284,689 common shares issued and outstanding, of which no shares were unrestricted and not held by affiliates as of December 31, 2005. On February 21, 2006, our sole shareholder sold all of his shares of common stock in the Company, resulting in a change of control of the Company. See, Item 9b. Other Information.

On February 26, 2006, our Board of Directors authorized a 1 for 100 forward split of the common stock of the Company, which is in the process of being implemented at the time of this report. When fully implemented, the number of share of common stock outstanding will be increased from 284,689 to 28,468,900 shares. There will be no change in the par value of the common stock as a result of the forward split, and no increase in the authorized number of shares of common stock.
PUBLIC MARKET FOR THE COMMON SHARES

There currently is no public market for the Company's common stock, and no assurance can be given that a market will develop or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Unless and until the Company's common shares are quoted on the NASDAQ system or listed on a national securities exchange, it is likely that the common shares will be defined as ?penny stocks? under the Exchange Act and SEC rules thereunder. The Exchange Act and penny stock rules generally impose additional sales practice and disclosure requirements upon broker-dealers who sell penny stocks to persons other than certain ?accredited investors? (generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse) or in transactions not recommended by the broker-dealer.

For transactions covered by the penny stock rules, the broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker- dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the SEC. So long as the Company's common shares are considered ?penny stocks?, many brokers will be reluctant or will refuse to effect transactions in the Company's shares, and many lending institutions will not permit the use of penny stocks as collateral for any loans.

RECENT SALES of UNREGISTERED SECURITIES

None

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth, as of the year ended December 31, 2005, certain information with respect to the Company compensation plans and individual compensation arrangements to which the Company is a party, if any, under which any equity securities of the Company are authorized for issuance.

Plan category Number of securities Weighted average Number of securities

                 to be issued upon     exercise price of   remaining available
                    exercise of       outstanding options, for future issuance
                outstanding options,  warrants and rights      under equity
                warrants and rights                         compensation plans
                          (a)                   (b)                   (c)
------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders

1997 EMPLOYEE STOCK
   COMPENSATION PLAN      -0-                  N/A               1,000,000

1997 COMPENSATORY STOCK
   OPTION PLAN            -0-                  N/A               1,500,000

Equity compensation plans
not approved
by security holders

NONE                      N/A                  N/A                 N/A
-------------------------------------------------------------------------------
Total                     -0-                                    2,500,000

Item 6. SELECTED FINANCIAL DATA.

The Company was in a development stage through the end of the period covered by this report and had no income or assets during that period. Therefore, the information required by Item 301 of Regulation S-K is omitted as not material.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

PLAN of OPERATION

The Company was a blank check company whose plan of operation over the period covered by this report was to seek and, if possible, acquire an operating business or valuable assets by entering into a business combination. As of February 28, 2006, the Company business plan and plan of operation changed with its election to operate as a Business Development Company under the 1940 Act. As a Business Development Company, or BDC, under the 1940 Act, the business model of the Company is to locate, invest in and provide

-20-

management assistance to small public and private companies to enable those companies to undertake their own business plans and models.

Although we are not limited, as a BDC, to seeking portfolio investments in a particular market segment, we have elected to seek portfolio investments in the bio-fuels industry and intend to seek full or partial ownership of approximately half of the 45 independent bio-diesel production facilities located in the United States, enabling each facility to benefit from consolidated purchasing power, larger scale sales contracts and shared technical and administrative support services. The Company also intends to incorporate automation into each operation, making the plants more efficient and in many cases able to expand production capacity. The consolidation of small independent producers will enable each facility to benefit from bulk purchasing not available to an independent producer, resulting in significantly reduced and stabilized raw material, transportation, and equipment costs. It will also facilitate sales contracts with major fleet customers, outside the scope of the small independent producer. Consolidation is expected to result in greater profitability and increased availability of competitive alternative fuel in the marketplace.

Each of the target portfolio investment companies is currently producing bio-diesel from used cooking oil and/or soybean oil. Bio-diesel is a renewable fuel that is less polluting than existing diesel fuel. Its use not only reduces the reliance on foreign oil, but stimulates domestic agriculture and protects the environment by recycling large quantities of waste products. This plan of operation has been adopted in order to attempt to create value for the Company's shareholders. For further information on the Company's plan of operation and business, see PART I, Item 1 above.

The Company does not intend to do any product research or development. The Company does not expect to buy or sell any real estate, plant or equipment except as such a purchase might occur by way of a Portfolio Investment that is structured initially as an asset purchase, and no such asset purchase currently is anticipated.

RESULTS of OPERATIONS

The Company has not had operations or revenues to date and was still in the development stage through the end of the period included in this report. The Company has elected to be treated as a Business Development Company, as described above, and anticipates raising capital to undertake its business activities as a BDC in 2006.

Comparison of 2005 to 2004

For the year ended December 31, 2005, the Company had no revenues and incurred a net loss of $15,501, as compared to a net loss of $3,479 for the year ended December 31, 2004. General and administrative expenses in 2005 related to accounting and legal fees, miscellaneous filing fees and other miscellaneous expenses, of which approximately $15,500 were related party expenses. General and administrative expenses in 2004 related to accounting and legal fees miscellaneous filing fees and other miscellaneous expenses, of which approximately $3,500 were related party expenses.

LIQUIDITY and CAPITAL RESOURCES
The Company had no cash on hand at December 31, 2005 and had no other

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assets to meet ongoing expenses or debts that may accumulate. As of such date, the Company has accumulated a deficit of $26,089.

The Company has no commitment for any capital expenditure and foresees none until it undertakes its first Portfolio Investment. However, the Company will incur routine fees and expenses incident to its reporting duties as a public company, and it will incur expenses in finding and investigating possible portfolio investments and other fees and expenses in the event it makes a portfolio investment or attempts but is unable to complete an investment. The Company's cash requirements for the next twelve months are relatively modest, principally officers salaries and expenses, outside consulting, rent and accounting expenses and other expenses relating to making filings required under the Securities Exchange Act of 1934 (the "Exchange Act"), and are expected to exceed $100,000 in the fiscal year ending December 31, 2006. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a Portfolio Investment could also amount to thousands of dollars.

The Company will only be able to pay its future debts and meet operating expenses by raising additional funds, or otherwise generating positive cash flow. As a practical matter, the Company is unlikely to generate positive cash flow by any means other than investing in a portfolio company with such cash flow. The Company plans to sell additional securities of the Company to raise capital, although the specific terms and timing of any sales have not yet been determined. There is no assurance whatsoever that the Company will be able to raise necessary funds from outside sources. Such a lack of funds could result in severe consequences to the Company, including among others:

1. failure to make timely filings with the SEC as required by the Exchange Act, which also probably would result in suspension of trading or quotation in the Company's stock and could result in fines and penalties to the Company under the Exchange Act;

2. curtailing or eliminating the Company's ability to locate and perform suitable investigations of potential Portfolio Investments; or

3. inability to complete a desirable Portfolio Investment due to lack of funds to pay legal and accounting fees and acquisition-related expenses.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CRITICAL ACCOUNTING POLICIES

Financial Reporting Release No. 60 of the SEC encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of the financial statements. There are no current business operations or revenue generating activities that give rise to significant assumptions or estimates. The Companys most critical accounting policies

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relate to the accounting and disclosure of related party transactions. Our financial statements filed as part of this annual report include a summary of the significant accounting policies and methods used in the preparation of the financial statements of the Company.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Since the Company to date has had no significant operations, the information and disclosures required by Item 305 of Regulation S-K are omitted as not material.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index to the financial statements of the Company on page 29.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no changes in or disagreements with the Company auditors since the filing of the Company Form 10-KSB for the calendar year 2004. On February 21, 2006, Comiskey & Company, P.C., the Companys current auditors, advised the Company that it would decline to stand for reappointment as independent auditors for the Company after completion of the audit of the Company for the fiscal year ended December 31, 2005 due to the Company?s planned election to be treated as a Business Development Company under the Investment Company Act of 1940, due to its lack of experience with a BDC and the audit requirements for a BDC. As required by Item 304 of Regulation S-K, the Company provides the following information:

1. Comiskey & Company, P.C. has declined to stand for re-appointment as independent auditor for the Company after completion of the audit for the fiscal year ended December 31, 2005.
2. Comiskey & Company, P.C.s report on the financial statements for the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
3. The decision to change accountants was not recommended or approved by any audit or similar committee of the Board of Directors, or by the Board of Directors itself.
4. There was no disagreement with Comiskey & Company, P.C. regarding any matter of accounting principals or practices, financial statement disclosures, or auditing scope or procedure.
5. None of the kinds of events described in Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent fiscal years.

The Company has provided Comiskey & Company, P.C. with a copy of the disclosures in this Item 9 prior to the filing of this report with the SEC and has requested Comiskey & Company, P.C. to furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made in this report in response to Item 304(a) and, if not, stating the respects in which it does not agree. A copy of the letter from Comiskey & Company, P.C. in response to this request is attached to this report as Exhibit 9.1

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Item 9A. CONTROLS AND PROCEDURES.

Within 90 days prior to the filing of this Form 10-K, an evaluation was carried out by Stephen Siedow, our previous CEO, President and Chief Financial Officer, as of the end of the reporting period covered by this report, of the effectiveness of our disclosure controls and procedures. Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-K, is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission's rules and forms. Based on that evaluation, Mr. Siedow concluded that as of December 31, 2005, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.

There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the fiscal year covered by this report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION.

On February 21, 2006, our sole shareholder agreed to and did sell 284,689 common shares, representing 100 percent of the outstanding stock of the Company, resulting in a change of control of the Company. Of these shares, 269,689 common shares, representing 94.7 percent of the outstanding shares, were purchased by Enterprise Partners, LLC, 11,000 shares were purchased by Peachtree Consultants, LLC, and 4,000 shares were purchased by Fairmont East Finance, Ltd. As a result of this change of control, our current director and president, Stephen Siedow, resigned effective February 22, 2006 after appointing William Mackey, William L. Sklar, Adam Mayblum, Alec Hoke and John Paul DeVito as the directors of the Company, to serve until the next annual meeting of shareholders of the Company. The name of the Company was changed from MNS Eagle Equity Group III, Inc. to United EcoEnergy Corp. by the filing of an amendment to the Articles of Incorporation with the State of Nevada on February 21, 2006. The Company also filed an election to be treated as a Business Development Company under the Investment Company Act of 1940 by filing a Form 54-A with the SEC on February 28, 2006. The change of control and corporate name change, as well as the termination of the Company status as a shell corporation by the filing of the Business Development Company election, are all items which require that the Company file a report on Form 8-K, Item 5 within four business days after such events.

As provided by the instructions to Form 8-K and the provisions of SEC Rule 12b-2, issued under the Exchange Act, the Company is including in this Form 10-K report all of the required reporting information under Item 5 of Form 8-K, and will not file a separate Form 8-K to report the same information reported in this Form 10-K.

Item 5.01 Change in Control of Registrant.

(1) Enterprise Partners, LLC, a Delaware limited liability company, acquired control of the Company on February 21, 2006 by the purchase of

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269,689 common shares out of 284,689 common shares outstanding, representing 94.7 percent of the common shares outstanding, from our then sole shareholder.
In addition, Peachtree Consultants, LLC purchased 11,000 common shares directly from Mr. Siedow and Fairmont East Finance, Ltd. purchased 4,000 shares from Mr. Siedow. Neither Peachtree Consultants, LLC nor Fairmont East Finance, Ltd. are affiliates of Enterprise Partners, LLC. Enterprise Partners, LLC instructed the Company that the shares it purchased in the Company should be issued in part to its own investors, as follows:

     Name and address                                            Number of shares

  Michael E. Jessen
72 Bent Tree Court
Coppell, TX  75019                                                               54

James R. Ratliff
4610 Indiana #J
Lubbock, TX  79413                                                               40

Wiseman Family Trust
21 Cary Road
Great Neck, NY  11021                                                            10

The Claar Family Spray Trust
15 Kolbert Drive
Scarsdale, NY  10583                                                             20

Evelyn Siegel
3420 Ocean Blvd. South,
Apt. 11Z
Highland Beach, FL  33484                                                        20

David S. Hungerford
10715 Pot Spring Road
Cockeysville, MD  21030                                                  10

John R. and Victoria A. Martin
12099 Colliers Reserve Drive
Naples, FL  34110                                                                20

John Michael DiMaio
6511 Park Lane
Dallas, TX  75225                                                                10

Mark J. and Susan K. Sosin
681 SW 15th Street
Boca Raton, FL                                                           20

Lilliane Al-Dossari
2221 Aristocrat Drive
Irving, TX  75063                                                                30

John W. and Judie K. Posey
5199 North Peachtree Road
Dunwoody, GA  30338                                                               2

                            -25-
Marvin Strauss
1652 Lark Lane
Cherry Hill, NJ  08003                                                           10

George and Roslyn Jacknowitz
10812 Boca Woods Lane
Boca Raton, FL  33428                                                           5

Jonathan Mayblum
14 Ridgeview Circle
    Armonk, NY 10504                                                          9

 Martin Soll Revocable Trust
3530 Mystic Pt. Drive #401
Aventura, FL   33180                                                              5
George R. Anderson Rev. Living Trust
3564 Lakeview Drive
Delray Beach, FL  33445                                                        10

Madeline DiMario
3264 Perimeter Drive
Greenacres, FL  33467                                                           4

Evelyn Mayblum
7201 Promenade Drive, Apt. E801
Boca Raton, FL  33433                                                           2

Herb Sommer
595 Stewart Avenue, Suite 710
Garden City, NY 11530                                                             3

Herb Schneider
595 Stewart Avenue, Suite 710
Garden City, NY 11530                                                           2

Enterprise Partners, LLC
50 Andrew Lane
New Rochelle, NY 10804                                                  269,403
                                                           ----------
Total                                                                     269,689

(2) The purchase of control of the Company by Enterprise Partners, LLC occurred on February 21, 2006.

(3) The basis for the new control is the ownership of 269,689 common shares out of 284,689 common shares outstanding, representing 94.7 percent of the outstanding shares of the Company.

(4) The amount of the consideration for the purchase of the common shares by Enterprise Partners, LLC was $11,841.

(5) The source of funds used by Enterprise Partners, LLC to purchase the controlling interest was personal funds.

-26-

(6) The controlling interest was acquired from Stephen Siedow.

(7) As part of the acquisition of control, Stephen Siedow, acting as sole Director, appointed the following as the directors of the Company, with their terms to run until the next annual meeting of shareholders, as the directors of the Company:

William Mackey
William L. Sklar Adam Mayblum
Alec Hoke
John DeVito

(8) The information required by Paragraph 8 of Item 5.01 of the Form 8-K with respect to the Company is provided elsewhere in this Form 10-K, as well as in the Form 10SB-12G (File No. 0-27781) filed with the SEC in October 1999, which is incorporated by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(a)(1) As a result of the change of control of the Company, our sole shareholder, officer and director, Stephen Siedow, resigned as an officer and director of the Company on February 21, 2006, after appointing five new directors to serve as the Board of Directors of the Company, effective with his resignation and to serve until the next Annual Meeting of the shareholders of the Company. There was no disagreement with Mr. Siedow at the time of his resignation regarding any matter relating to the Company operations, policies or practices.

(a)(2) Mr. Siedow has not furnished the Company with any written correspondence concerning the circumstances surrounding his resignation.

(a)(3) Mr. William Mackey has signed the Form 10-K as the new Chief Executive Officer of the Company, and each of the new directors of the Company also has signed the report on behalf of the Company

(b) As part of his resignation, Mr. Siedow also resigned his positions as Chief Executive Officer, President and Chief Financial Officer of the Company, effective at the same time. Mr. William Mackey has been elected by the new Board of Directors to serve as Chief Executive Officer, and Mr. Robert Hipple has been elected by the Board to serve as Chief Financial Officer.

(c) The new directors and executive officers of the Company, effective February 21, 2006, are:

William Mackey - Chief Executive Officer, Chairman and Director. Mr. Mackey, age 54, 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,

-27-

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's message to the investing public and close 22 M & A transactions.

Adam Mayblum, age 40, co-founded United EcoEnergy Advisors, LLC and is a principal and founder of Enterprise Partners, LLC. 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 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 has 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, aged 58, holds a Bachelor of Commerce from the University of Toronto.

John DeVito is 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 will serve as Chief Financial Officer of the Company on a consulting basis. 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

-28-

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, has been a Visiting Professor of Law at Florida A&M University College of Law, 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 Chairman of iWorld Projects & Systems, Inc., a Nevada corporation, which operates as a Business Development Company under the Investment Company Act of 1940 He is also contract Chief Financial Officer for Neptune Industries, Inc., an OTC BB traded (NPDI) company in the aquaculture business based in Boca Raton, Florida.

There currently are no employment or other agreements between the Company and any director. No director has yet been appointed to a Committee of the Board of Directors. The Company plans to hold an Annual Meeting of its shareholders in the near future to elect the Board of Directors, following which the elected members of the Board of Directors will be appointed to the Committees of the Board.

Item 5.03 Amendments to the Articles of Incorporation or By-laws; Change in Fiscal Year.

On February 21, 2006, the Company amended its Articles of Incorporation by filing an amendment with the State of Nevada, to change its corporate name to United EcoEnergy Corp. The amendment was adopted by the Board of Directors and by unanimous written consent of all of the shareholders of the Company on February 19, 2006, as permitted by Nevada law. A copy of the Amendment is attached to this report as Exhibit 9.1 On February 27, 2006, the Company filed a Certificate of Designations for Class A Convertible Preferred Stock with the Nevada Secretary of State and the Board of Directors authorized the issuance of 1 million shares of Class A Convertible Preferred Stock to Enterprise Partners, LLC, our majority shareholder, in exchange for the cancellation of $60,000 in loans for funds advanced to the Company by Enterprise Partners LLC to pay off debts of the Company and for initial working capital. The new Class A Convertible Preferred Stock is $0.001 par value stock, which may be converted into common stock based on a formula under which conversion is equal to 1 divided by the 30 day trailing average stock price of the common shares at the time of the conversion election, but not more than 15 common shares for each preferred share converted. No conversion may occur until after one year from the date of issue. The Company may redeem the Class A Convertible Preferred Stock in whole or in part beginning 181 days after issue at $0.75 per share, and after 365 days from issue at $0.95 per share. The Class A Convertible Preferred Stock automatically converts into common stock following the second anniversary of issue, at the formula price if not redeemed prior to that date. A copy of the Statement of Preferences for the Class A Convertible Preferred Stock is attached to this report as Exhibit 9.2

-29-

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

IDENTIFICATION OF DIRECTORS and EXECUTIVE OFFICERS

The persons who served as directors and executive officers of the Company since February 28, 1997 and through the period ending December 31, 2005 covered by this report, their ages and positions held in the Company, are listed below.

      Name                              Age                          Position


Stephen  Siedow                           55            Chief Executive Officer,
                                                   President and
                                                              Chief Financial Officer

Mr. Siedow resigned as an officer and director of the Company effective February 22, 2006 and new officer and directors were appointed, as noted in Item 9b. Other Information.

BIOGRAPHICAL INFORMATION

Stephen Siedow is president and sole shareholder of Stephen M. Siedow, P.C., a professional accounting firm providing auditing, management consulting, tax services and write-up services to corporations, partnerships and individuals since 1982. Mr. Siedow specializes in public and SEC accounting and has experience in industries including mining (gold and coal), oil and gas, construction, and mergers/acquisitions/ liquidations. Prior to that, he was with the audit department of Ernst & Young, Certified Public Accountants in Denver, Colorado, for eight years. Mr. Siedow is a member of the American Institute of Certified Public Accountants and the Colorado Society of Certified Public Accountants. Mr. Siedow resigned as a Director and officer of the Company, effective with the change of control of the Company on February 21, 2006. See, Item 9b. Other Information.

POTENTIAL CONFLICTS of INTEREST

The Company's Officers and Directors for the period reported on in this report were affiliated with other blank check companies having a similar business plan to that of the Company, which may have created a potential conflict of interest. However, there were no acquisitions proposed by the Company during the period covered by this report and no actual conflicts of interest occurred.

For all periods subsequent to the Company election to operate as a BDC on February 28, 2006, the Company will maintain a Board of Directors made up of a majority of independent directors, and will operate within the rules and requirements of a BDC under the 1940 Act. The Company has adopted a Conflicts of Interest Policy which is designed to prevent any real or potential conflicts of interest for its directors and officers. The Company is not aware of any

-30-

conflicts of interest, actual or potential, between the intended plan of operations and any director or officer of the Company, or any company in which that officer or director is an officer or director. There are no known interlocking directorships among the officers and directors of the Company which could create potential conflicts of interest. As required by the applicable BDC rules, the Company will hold an Annual Meeting of Shareholders as soon as possible after the filing of this report in order to elect its Board of Directors and to conduct such other business as might be required. No date has been set yet for the Annual Meeting, but it is expected that the Annual Meeting will be held in March or April, 2006.

SIGNIFICANT EMPLOYEES

None, other than officers of the Company listed above.

COMMITTEES AND BOARD MEETINGS

The Company has adopted charters for its Audit Committee, Investment Committee, Compensation Committee and Governance and Nominating Committee, which it intends to submit for approval by its shareholders at its next Annual Meeting of Shareholders, which is expected to be held in March or April, 2006. Following approval of the charters, members of the Board of Directors elected at the Annual Meeting will be appointed to each of the Committees.

AUDIT COMMITTEE FINANCIAL EXPERT

The Company has identified William L. Sklar, an independent director, as its Audit Committee Financial Expert by virtue of his background and experience. Mr. Sklar will serve as Chair of the Audit Committee of the Company.

CODE OF ETHICS

The Company has adopted a Code of Ethics that applies to all of its directors, officers and employees performing financial functions for the Company, including its chief executive officer, chief financial officer, controller and any person performing similar functions.

EXCLUSION of DIRECTOR LIABILITY

Pursuant to the General Corporation Law of Nevada, the Company Certificate of Incorporation excludes personal liability on the part of its directors to the Company for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or for improper payment of dividends. This exclusion of liability does not limit any right which a director may have to be indemnified and does not affect any director's liability under federal or applicable state securities laws.

Item 11. EXECUTIVE COMPENSATION.

CASH and OTHER COMPENSATION

For the years ended December 31, 2005 and 2004 and through the date of this report, the Company has not paid any executive officers or directors any

-31-

cash and cash equivalent compensation. The Company has no other agreement or understanding, express or implied, with any director or executive officer concerning employment or cash or other compensation for services. Any compensation arrangements with any officer of the Company will be adopted and approved by the independent Compensation Committee.

COMPENSATION PURSUANT to PLANS

For the years ended December 31, 2005 and 2004 and through the date of this report, no director or executive officer has received compensation from the Company pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan of the Company, although the Company anticipates that it may compensate its officers and directors for services to the Company with stock or options to purchase stock, in lieu of cash, to the extent permitted by the 1940 Act provisions applicable to a BDC.

The Company currently has in place an employee stock compensation plan and compensatory stock option plan. The Company has no long-term incentive plans, as that term is defined in the rules and regulations of the Securities and Exchange Commission. There are no other compensatory or benefit plans, such as retirement or pension plans, in effect or anticipated to be adopted.

COMPENSATION of DIRECTORS and EXECUTIVE OFFICERS

The following table sets forth information concerning the compensation of the Company Chairman of the Board, Chief Executive Officer and its other most highly compensated executive officers for the fiscal years ended December 31, 2005, 2004 and 2003.

                                                   Long-Term Compensation
                                 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($)       & SARs(#)      Payouts  ation($)
------------------      ----------------------------------------------------------------------------
Stephen M. Siedow 2005   $ -0-    None   None      None        None             None     $ -0-
 Chairman, CEO, 2004   $ -0-    None     None      None          None           None     $ -0-
 President/CFO  2003   $ -0-    None     None      None          None           None     $ -0-

OPTION/SAR GRANTS
No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs, have been made to any executive officer or any director during the year ended December 31, 2005, accordingly, no stock options were exercised by any of the officers or directors in fiscal 2005. -32-

EMPLOYEE STOCK COMPENSATION PLAN

The Company has adopted the 1997 Employee Stock Compensation Plan for employees, officers, directors of the Company and advisors to the Company (the ESC Plan). The Company has reserved a maximum of 1,000,000 common shares to be issued upon the grant of awards under the ESC Plan. Employees will recognize taxable income upon the grant of common stock equal to the fair market value of the common stock on the date of the grant and the Company will recognize a compensating deduction for compensation expense at such time. The ESC Plan will be administered by the Board of Directors or a committee of directors. No shares have been awarded or currently are anticipated to be awarded under the ESC Plan, and the ESC Plan will be further limited and subject to the applicable limits under the 1940 Act relating to stock benefit plans of a BDC.

COMPENSATORY STOCK OPTION PLAN

The Company has adopted the 1997 Compensatory Stock Option Plan for officers, employees, directors and advisors (the CSO Plan). The Company has reserved a maximum of 1,500,000 Common Shares to be issued upon the exercise of options granted under the CSO Plan. The CSO Plan will not qualify as an incentive stock option plan under Section 422 of the Internal Revenue Code of 1986, as amended. Options will be granted under the CSO Plan at exercise prices to be determined by the Board of Directors or other CSO Plan administrator. With respect to options granted pursuant to the CSO Plan, optionees will not recognize taxable income upon the grant of options granted at or in excess of fair market value. However, optionees will realize income at the time of exercising an option to the extent the market price of the common stock at that time exceeds the option exercise price, and the Company must recognize a compensation expense in an amount equal to any taxable income realized by an optionee as a result of exercising the option. The CSO Plan will be administered by the Board of Directors or a committee of directors. No options have been granted or currently are anticipated to be granted under the CSO Plan and the CSO Plan will be further limited and subject to the applicable limits under the 1940 Act relating to stock benefit plans of a BDC.

COMPENSATION OF DIRECTORS

The Company has no standard arrangements in place or currently contemplated to compensate the Company directors for their service as directors or as members of any committee of directors. Any compensation to directors will be determined and approved by the Company Compensation Committee.

EMPLOYMENT CONTRACTS

No person has entered into any employment or similar contract with the Company. It is anticipated that the Company will enter into employment or similar contracts in connection with its proposed activities as a BDC, but all such contracts will be approved by the Company independent Compensation Committee.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

BENEFICIAL OWNERSHIP

-33-

The following table sets forth, as of the end of the reporting period covered by this report, and as of the date of this report, the stock ownership of each executive officer and director of the Company, of all executive officers and directors of the Company as a group, and of each person known by the Company to be a beneficial owner of 5% or more of its common stock. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as such shares. No person listed below has any option, warrant or other right to acquire additional securities of the Company, except as may be otherwise noted.

   Name and Address                            Amount & Nature
    of Beneficial                                       of Beneficial           Percent
         Owner                    Position          Ownership                   of Class
------------------------------------------------------------------------------
Stephen Siedow          Former officer       284,689           100.0
12373 E. Cornell Avenue    and director
Aurora, Colorado 80014

William Mackey            Chairman, CEO          0                      --
9632 NW 7th Circle              Director
#1724
Plantation, FL 33324

Adam Mayblum               Director(1)       134,701.5             47.3
50 Andrew Lane
New Rochelle, NY 10804

William L. Sklar                   Director                       0                        --
513 Roselawn Avenue
Toronto, Canada M5N 1K2

Alec Hoke                          Director                         0                        --
721 Carriage Hill Lane
Boca Raton, FL  33486

John Paul DeVito                   Director                         0                        --
1201 Hardscrabble Road
Chappaqua, NY 10514

Robert Hipple              CFO                      0                        --
412 Brevard Avenue         Secretary/Treasurer
Cocoa, Fl 32922

*All directors & officers                                134,701.5                 47.3
 as a group (6 persons)

Enterprise Partners, LLC                                 269,403                   94.7
50 Andrew Lane
New Rochelle, NY 10804

(1) Adam Mayblum is a 50 percent owner of Enterprise Partners, LLC, which owns 269,403 shares of common stock and is therefore considered the beneficial owner of 134,701.5 common shares.

-34-

Despite not having received any compensation and not having otherwise engaged in any transactions involving the acquisition or disposition of assets with the Company, the sole officer and director of the Company at December 31, 2005, the end of the reporting period covered by this report, may be deemed to be a promoter and founder of the Company.

CHANGES in CONTROL

A change of control of the Company occurred on February 21, 2006 by the sale of 94.7 percent of the outstanding common stock of the Company to Enterprise Partners, LLC by Stephen Siedow. See, Item 9b. Other Information.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During 2005 and 2004, the Company incurred corporate, administrative and accounting fees of approximately $15,500 and $3,500 for services performed by the Company president and for expenses paid by the president on behalf of the Company. The Company had a payable to its then president in the amount of $21,880 and $4,783 at December 31, 2005 and 2004, respectively. This payable was retired on February 22, 2006 from funds advanced by Enterprise Partners, LLC to the Company totaling $60,000. Those funds will be converted into 1 million shares of Class A Convertible Preferred Stock approved by the Board of Directors on February 26, 2006.

On August 23, 2005, the Company purchased from nine shareholders 335,689 shares of its $.001 par value common stock for $671.38 or $.002 per share. On September 27, 2005, the Company purchased from four shareholders 27,206 shares of its $.001 par value common stock for $54.41 or $.002 per share. These shares were cancelled by the Company. The then president of the Company advanced the necessary funds to complete the stock purchases.

No officer, director or employee of the Company has received a salary of $60,000 or more in 2005 or 2004. There were no transactions, or series of transactions, for the years ended December 31, 2005 or 2004, nor are there any currently proposed transactions, or series of transactions, to which the Company is a party, in which the amount exceeds $60,000, and in which to the knowledge of the Company any director, executive officer, nominee, five percent or greater shareholder, or any member of the immediate family of any of the foregoing persons, have or will have any direct or indirect material interest.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed for each of the fiscal years ended December 31, 2005 and 2004 for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and review of the financial statements included in the registrant's previously filed Forms 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $1,250 and $-0-, respectively.

AUDIT RELATED FEES

None

-35-

TAX FEES
None

ALL OTHER FEES
None

PRE-APPROVAL POLICIES AND PROCEDURES

The Company board of director policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit- related services, tax services and other services. Pre-approval is generally provided for up top 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 registered public accounting firm and management are required to report periodically to the board of directors regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre- approval, and the fees for the services performed to date. The board of directors may also pre-approve particular services in a case-by-case basis. For all periods after the Company election to be treated as a BDC, these functions will be undertaken by the independent Audit Committee.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed with this report, except those indicated as having previously been filed with the Securities and Exchange Commission and are incorporated by reference to another report, registration statement or form. As to any shareholder of record requesting a copy of this report, the Company will furnish any exhibit indicated in the list below as filed with this report upon payment to the Company of its expenses in furnishing the information. Any references to the "the Company" mean United EcoEnergy Corp.

1A.1  Designation of Preferences for Class A Convertible Preferred Stock..... 1
3.1     Certificate of Incorporation of the Company as filed with the
                Nevada Secretary of State on February 28, 1997 ..................       2

3.1.1   Amendment of the Certificate of Incorporation to change corporate
      name to United EcoEnergy Corp..........................................   1

3.4     Bylaws of the Company ................................................. 1

4.1     Specimen common stock certificate...................................... 2

9.1     Letter from Comiskey & Company, P.C.................................... 1

10.1    1997 Compensatory Stock Option Plan of the Company..................... 2

10.2    1997 Employee Stock Compensation Plan of the Company................... 2

14    Code of Ethics......................................................... 1

                                  -36-

31    Certification of the Chief Executive Officer filed pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002..........................   1
32    Certification of the Chief Executive Officer and Chief Financial
      Officer pursuant to 18 U.S.C.  Section 1350,  as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002 ......................   1

1     Filed herewith as an exhibit.

2     Filed as an exhibit to the Registration Statement on Form 10SB-12G (File
      No. 0-27781) of the Registrant and incorporated by reference.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm............   F-1
Balance Sheet as of December 31, 2005 .............................   F-2
Statements of Operations for the years ended December 31, 2005
  and 2004 and for the period February 28, 1997 (inception) to
  December 31, 2005 .............................................   F-3
Statements of Changes in Stockholders' Deficit for the period
    February 28, 1997 (inception) to December 31, 2005 ............   F-4
Statements of Cash Flows for the years ended December 31, 2005 and
  2004 and for the period February 28, 1997 (inception) to
  December 31, 2005 .............................................   F-5
Notes to Financial Statements .....................................   F-6

-37-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
MNS Eagle Equity Group III, Inc.

We have audited the accompanying balance sheet of MNS Eagle Equity Group III, Inc. as of December 31, 2005, and the related statements of operations, changes in stockholders? deficit and cash flows for each of the years in the two-year period then ended and for the period from February 28, 1997 (inception) to December 31, 2005. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Account Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MNS Eagle Equity Group III, Inc. as of December 31, 2005, and the results of its operations and its cash flows for the years then ended and for the period from February 28, 1997 (inception) to December 31, 2005, in conformity with generally accepted accounting principles in the United States of America.

COMISKEY & COMPANY, P.C.

Denver, Colorado
January 30, 2006 PROFESSIONAL CORPORATION

F-1

MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)

Balance Sheet
December 31, 2005

ASSETS

Total assets                                           $           --
                                                       ============
LIABILITIES AND STOCKHOLDERS DEFICIT

Current liabilities:
   Due to an officer/stockholder                             $  21,880

Stockholders deficit:
   Preferred stock; $.001 par value; authorized
    5,000,000 shares; issued,  none
   Common stock; $.001 par value; authorized
    50,000,000 shares; issued and outstanding
    284,689 shares                                                   285
   Additional paid-in capital                                        3,924
   Deficit accumulated during the development stage          (26,089)
                                                       -------------
                                                                     (21,880)

Total liabilities and stockholders deficit              $           --
                                                        ============

See notes to financial statements

F-2

MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)

                         Statements of Operations

                                                              Feb. 28, 1997
                                                                     (inception) to
                                  Year ended December 31,          December 31,
                                 2005                   2004             2005
                                ----------       ----------    ------------
 Costs and expenses:
   Amortization                  $                     $                   $        445
   General and administrative        15,501             3,479    25,644
                                ----------       -----------   ------------
Net loss applicable to
   common shareholders           $  (15,501)     $   (3,479)   $        (26,089)
                                ==========        ==========   ============
Basic and diluted net loss
   per common share              $     (.03)     $       **
                                ==========        ==========
Weighted average number of
   Common shares outstanding        520,943           647,584
                                ==========        ===========

** Less than $(.01) per share.

See notes to financial statements

F-3

MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)

Statements of Changes in Stockholders Deficit

                                                                    Deficit
                                                                   Additional     Accumulated
                                    Common Stock        Paid-in            from
                              Shares     Amount     Capital              Inception
                            -------------------------------------------------
Balances, February 28, 1997
    (inception)                     --          $       --      $       --      $       --
 Common stock issued for cash,
    organization costs, and
    deferred offering costs,
    valued at $.001 per share     725,000               725
 Common stock issued for cash,
    net of offering costs of
    $175                                7,500           7               318
 Cancellation of common stock     (50,000)            (50)               50
        Net loss for the period                                                         (169)
                              ------------------------------------------------
Balances, December 31, 1997       682,500               682             368             (169)
     Net loss                                                                       (423)
                              ------------------------------------------------
Balances, December 31, 1998       682,500               682             368             (592)
        Net loss                                                                          (1,551)
                              ------------------------------------------------
Balances, December 31, 1999       682,500               682             368         (2,143)
        Net loss                                                                            (937)
                              ------------------------------------------------
Balances, December 31, 2000       682,500               682             368       (3,080)
      Net loss                                                                    (1,096)
                              ------------------------------------------------
Balances, December 31, 2001       682,500               682             368         (4,176)
   Cancellation of common stock (34,916)              (34)               34
        Net loss                                                                          (1,180)
                              ------------------------------------------------
Balances, December 31, 2002       647,584               648             402         (5,356)
        Net loss                                                                          (1,753)
                              ------------------------------------------------
Balances, December 31, 2003       647,584               648             402         (7,109)
        Capital contribution                                        3,885
        Net loss                                                                          (3,479)
                              ------------------------------------------------
Balances, December 31, 2004      647,584                648         4,287          (10,588)
        Share repurchase                (362,895)            (363)           (363)
        Net loss                                                                         (15,501)
                              -----------------------------------------------

Balances, December 31, 2005 284,689 $ 285 $ 3,924 $ (26,089)

See notes to financial statements

F-4

MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)

Statements of Cash Flows

                                                                 Feb. 28, 1997
                                                                        (inception) to
                                       Year ended December 31,   December 31,
                                         2005          2004                     2005
                                     -----------------------------------------
Cash flows from operating activities:
  Net loss                               $  (15,501)  $ (3,479) $  (26,089)
               to a related party                         (6,059)               --
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
                Amortization                                                         445
                Capital contribution                             3,885               3,885
            Changes in operating assets
               and liabilities:
                (Decrease) increase in
               accounts payable        (870)       870          --
           (Decrease) in amounts due
                Increase in amounts due
               to an officer/stockholder 17,097          4,783              21,880
                                        --------------------------------------
Net cash used in operating activities       726           --             121
                                        --------------------------------------
Cash flows from investing activities:
  Organization costs                                                              (100)
Net cash used in investing activities      --       --                (100)
                                        --------------------------------------
Cash flows from financing activities:
  Proceeds from sale of common stock                                             803
  Share repurchase                           (726)                          (726)
   Deferred offering costs                                                           (98)
                                       --------------------------------------
Net cash provided by financing activities  (726)            --                   (21)
                                        --------------------------------------
Net increase (decrease) in cash            --       --                    --
Cash at beginning of year                        --         --                    --
                                        --------------------------------------

Cash at end of year                  $     --   $           --            $       --
                                        ======================================
Supplemental disclosure of non-cash
   investing and financing activities:
        Capital contribution                            $        3,885    $  3,885
                                                    =========         ========
      Common stock issued for
          organizational costs                                          $    345
                                                                      ========

Common stock issued for deferred offering costs $ 77

See notes to financial statements

F-5

MNS EAGLE EQUITY GROUP III, INC.
(a Development Stage Company)

Notes to Financial Statements
Years Ended December 31, 2005 and 2004

Note 1 Organization and Summary of Significant Accounting Policies

Organization of Business

The financial statements presented are those of MNS Eagle Equity Group III, Inc., a development stage company (the Company). The Company was organized under the laws of the State of Nevada on February 28, 1997. The Company activities, to date, have been organizational in nature, and have been directed towards the raising of capital and to evaluations of potential business combinations. Should the Company eventually engage in a business combination, future consolidated operations of the Company would depend on the operations of the company with which it combines.

Use of Estimates

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 reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.

Deferred Offering Costs

Costs incurred directly related to the private placement offering are capitalized. Such costs will be offset against the proceeds received from the private placement.

Organization Costs

Organization costs are expensed as incurred. Prior to December 31, 1998 organization costs were capitalized and amortized over five years.

Fair Value of Financial Instruments

The fair value of the liability due to officer/stockholder is not practicable to estimate, based upon the related party nature of the underlying transactions.

Comprehensive Income

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, establishes requirements for disclosure of comprehensive income (loss). During the years ended December 31, 2005 and 2004, the Company did not have any components of comprehensive income (loss) to report.

F-6

MNS EAGLE EQUITY GROUP III, INC.
(a Development Stage Company)

Notes to Financial Statements
Years Ended December 31, 2005 and 2004

Net Loss Per Share

SFAS No. 128, Earnings per Share, requires dual presentation of basic and diluted earnings or loss per share (?EPS?) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. The Company had no potential common stock instruments which would result in a diluted loss per share. Therefore, diluted loss per share is equivalent to basic loss per share.

Stock-Based Compensation

SFAS No. 123, Accounting For Stock-Based Compensation, defines a fair-value based method of accounting for stock-based employee compensation plans and transactions in which an entity issues its equity instruments to acquire goods or services from non-employees, and encourages but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company, at times, issues shares of common stock in payment for services rendered to the Company. The estimated fair value of the shares issued approximates the value of the services provided.

The Company accounts for employee stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting For Stock Issued To Employees ("APB No. 25") and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's common stock at the date of the grant over the amount an employee must pay to acquire the stock.

During the years ended December 31, 2005 and 2004, there were no stock options granted or outstanding.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (?FASB?) issued SFAS No. 123(R) Share-Based Payment, which addresses the accounting for share-based payment transactions. SFAS No. 123(R) eliminates the ability to account for share-based compensation transactions using APB No. 25, and

F-7
MNS EAGLE EQUITY GROUP III, INC.
(a Development Stage Company)

Notes to Financial Statements
Years Ended December 31, 2005 and 2004

generally requires instead that such transactions be accounted and recognized in the statement of operations based on their fair value. SFAS No. 123(R) will be effective for public companies that file as small business issuers as of the first interim or annual reporting period that begins after December 15, 2005. The Company has no outstanding stock options at December 31, 2005. Therefore, the initial adoption of this standard is not expected to have an impact on the Company financial position and results of operations.

Note 2 Stockholders Deficit

Common Stock Transactions

On February 28, 1997, the Company issued 725,000 shares of common stock to MNS Eagle Equity Group, Inc., its former parent, for cash, organization costs and deferred offering costs. These common shares were valued at $.001 per share.

On April 25, 1997, the Company parent granted two year options on a pro-rata basis to its officers, directors and stockholders to purchase 687,500 shares of the 725,000 shares that it owned in the Company.

The Company parent offered for sale, at the price of US$1.00 per unit, a total of 100,000 Units. Each Unit consisted of a share of common stock in six different corporations for a total of six (6) shares of stock, including one share of common stock, $.001 par value per share, of MNS Eagle Equity Group, Inc., the former parent, and one share of common stock, $.001 par value per share, of each of the following corporations organized in the State of Nevada and which were at that time wholly owned subsidiaries of the Parent, namely:
MNS Eagle Equity Group I, Inc., MNS Eagle Equity Group II, Inc., MNS Eagle Equity Group III, Inc., MNS Eagle Equity Group IV, Inc. and MNS Eagle Equity Group V, Inc. No minimum number of Units had to be sold. The offering was not registered under the Securities Act of 1933, as amended (Act), and was offered to qualified investors in reliance upon the exemption from such registration requirements provided by Section 4(2) of the Act and/or Rule 505 of Regulation D under the Act and applicable state laws. Accordingly, the Units and component shares were deemed restricted securities and are subject To significant restrictions on transfer.

On June 18, 1997, the officers and directors of the parent exercised the stock options held by them. Options on 616,378 of the 687,500 optioned shares of the Company common stock were exercised.

On October 31, 1997, the Company former parent closed the private placement offering, as described above. A total of 7,500 units were sold for $7,500. The proceeds were allocated by the Company parent as follows: $5,000 to the parent and $500 to each of the wholly owned subsidiaries. Offering costs of $175 were incurred by each subsidiary.

On November 18, 1997, a stockholder of the Company surrendered 50,000 shares of the Company $.001 par value common stock back to the Company for no consideration. These shares were cancelled by the Company. Options on 47,416 of the 687,500 optioned shares of the Company common stock were also cancelled.

F-8
MNS EAGLE EQUITY GROUP III, INC.
(a Development Stage Company)

Notes to Financial Statements
Years Ended December 31, 2005 and 2004

On November 25, 1997, a stockholder of the former parent exercised the stock options held by him. Options on 23,706 of the 687,500 optioned shares of the Company common stock were exercised. On August 14, 2002, MNS Eagle Equity Group, Inc., its former parent, surrendered 34,916 shares of the Company $.001 par value common stock to the Company for no consideration. These shares were subsequently cancelled.

In September 2004, MNS Eagle Equity Group, Inc., its former parent, wrote-off as uncollectible a $3,885 receivable from the Company. The Company recorded this amount as a capital contribution.

On August 23, 2005, the Company purchased from nine shareholders 335,689 shares of its $.001 par value common stock for $671.38 or $.002 per share. On September 27, 2005, the Company purchased from four shareholders 27,206 shares of its $.001 par value common stock for $54.41 or $.002 per share. These shares were cancelled by the Company. The Company president advanced the necessary funds to complete the stock purchases. After the repurchase, 100% of the Company outstanding shares are owned directly by the Company president.

Dividends may be paid on outstanding shares as declared by the Board of Directors. Each share of common stock is entitled to one vote.

Preferred Stock

No shares of preferred stock have been issued or are outstanding. Dividends, voting rights and other terms, rights and preferences of the preferred shares have not been designated but may be designated by the Board of Directors from time to time.

1997 Stock Option Plan

The Company has adopted a stock option plan (the ?CSO Plan?) which allows for the issuance of options to purchase up to 1,500,000 shares of stock to employees, officers, directors and consultants of the Company. The CSO Plan is not intended to qualify as an incentive stock option plan under Section 422 of the Internal Revenue Code. Options will be granted under the CSO Plan at exercise prices to be determined by the Board of Directors or other CSO Plan administrator. The Company will incur compensation expense to the extent that the market value of the stock at date of grant exceeds the amount the grantee is required to pay for the options. No options have been granted under the CSO Plan to date.

1997 Employee Stock Compensation Plan

The Company has adopted an employee stock compensation plan (the ESC Plan)which allows for the issuance of up to 1,000,000 shares of stock to employees, officers, directors and consultants of the Company. The Company will incur compensation expense to the extent the market value of the stock at date of grant exceeds the amount the employee is required to pay for the stock (if any).

F-9

MNS EAGLE EQUITY GROUP III, INC.
(a Development Stage Company)

Notes to Financial Statements
Years Ended December 31, 2005 and 2004

The ESC Plan will be administered by the Board of Directors or a committee of directors. No stock has been awarded under the ESC Plan to date.

Note 3 - Income Taxes

The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company incurred no income taxes for the years ended December 31, 2005 and 2004. The expected income tax benefit for the years ended December 31, 2005 and 2004 is approximately $2,300 and $500, respectively. The difference between the expected income tax benefit and non-recognition of an income tax benefit in each period is the result of a valuation allowance applied to deferred tax assets.

Net operating loss carry-forwards of approximately $26,100 at December 31, 2005 are available to offset future taxable income, if any, and expire in years 2017 through 2025. This results in a net deferred tax asset of approximately $3,900 at December 31, 2005. A valuation allowance in the same amount has been provided to reduce the deferred tax asset, as realization of the asset is not assured.

The net operating loss carry-forwards may be limited under the Change of Control provisions of the Internal Revenue Code section 382.

Note 4 - Related Party Transactions
The Company has incurred losses from inception and has no assets. To mitigate these conditions, the expenses of the Company activities, primarily accounting and regulatory costs, are being borne by its president. The Company had an agreement with its then president that he will provide, personally or through other entities, financial support to the Company through at least December 31, 2006, and would not demand repayment of any liabilities owed by the Company.

During 2005 and 2004, the Company incurred corporate, administrative and accounting fees of approximately $12,900 and $3,500, respectively, for services performed by the Company president. The Company has a payable to its president in the amount of $21,880 at December 31, 2005. For the period ending December 31, 2005, the Company did not require any office space and the Company used the office of its president for corporate and administrative purposes.

F-10

SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereto duly authorized individual.

Date: February 28, 2006
United EcoEnergy Corp.

            /s/ William K. Mackey
By....................................
    William K. Mackey, Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

        Name                                Title                                Date

     /s/ William K. Mackey
........................... Director, Chief Executive         February 28, 2006
         William K. Mackey              Officer, and Chairman

     /s/  William L. Sklar
...........................   Director                  February 28, 2006
         William L. Sklar

    /s/  Adam Mayblum           Director                                February 28, 2006
...........................
         Adam Mayblum

     /s/  Alec Hoke             Director                                February 28, 2006
...........................
       Alec Hoke

     /s/  John Paul DeVito      Director                                February 28, 2006
...........................
         John Paul DeVito

-38-

CERTIFICATION

EXHIBIT 31

I, William Mackey, certify that:

1. I have reviewed this annual report on Form 10-K of United EcoEnergy Corp.

2. Based on my knowledge, this 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 report;

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

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer 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 small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, 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 small business issuer's disclosure controls and procedures and presented in this report my 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 small business issuer internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably

likely to adversely affect the small business issuers ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: February 28, 2006
                                                /s/ William K. Mackey

                                 By..........................
                                           William K. Mackey, Chief Executive Officer

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, William K. Mackey, Chief Executive Officer, and Robert Hipple, Chief Financial Officer of United EcoEnergy Corp. (the Company), DO
HEREBY CERTIFY, that:

1. The Annual Report on Form 10-K for the year ended December 31, 2005 (the Report), fully complies with the requirements of Section 13(a) 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 results of operations of the Company.

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 28th of February, 2006.

                  /s/ William K. Mackey
              By .........................
                William K. Mackey,
Chief Executive Officer

              /s/ Robert Hipple
              By..........................
                 Robert Hipple,
 Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to United EcoEnergy Corp. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


CERTIFICATE OF DESIGNATION

of

SERIES A CONVERTIBLE PREFERRED STOCK

of

UNITED ECOENERGY CORP

Pursuant to Section 78.195 of the

Revised Statutes of the State of Nevada

UNITED ECOENERGY CORP., a corporation organized and existing under the laws
of the State of Nevada (the Corporation), does hereby certify that, pursuant to
the authority conferred on its board of directors (the Board of Directors) by its
articles of incorporation (the Articles of Incorporation), as amended, and in accordance with Section 78.195 of the Revised Statutes of the State of Nevada (NRS), the Board of Directors (or, as to certain matters allowed by law, a duly
authorized committee thereof) adopted the following resolution establishing a series of 1,000,000 shares of Preferred Stock of the Corporation designated as Series A Convertible Preferred Stock.

RESOLVED, that pursuant to the authority conferred on the Board of Directors of this Corporation (the Corporation) by the Articles of Incorporation,
a series of preferred stock, $.001 par value, of the Corporation be and hereby is
established and created, and that the designation and number of shares thereof and
the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:

Convertible Preferred Stock

1. Designation and Amount. There shall be a series of Preferred Stock designated as Series A Convertible Preferred Stock, and the number of shares constituting such series shall be 1,000,000. Such series is referred to herein as the Convertible Preferred Stock.

2. Par Value. The par value of each share of Convertible Preferred Stock shall be $.001.

3. Rank. The shares of Convertible Preferred Stock shall rank prior to all of the Corporations Common Stock, par value $.001 per share (the Common Stock), now or hereafter issued, both as to payment of dividends and as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary as provided herein.


DEAN HEUER STATE OF NEVADA
CHARLES E. MOORE
Secretary of State
Securities Administrator
RENEE L PARKER SCOTT ANDERSON
Chief Deputy
Secretary of State
Deputy Secretary
for Commercial Recordings
Deputy Secretary
for Southern Nevada
OFFICE OF THE
Deputy Secretary
for Elections
SECRETARY OF STATE
Filing Acknowledgement
February 21, 2006
Job Number
C20060221-0791
Corporation
C4136-1997
Number

Document Filing

Filing Description Number Date/Time of Filing

Amendment 20060102159-06 February 21,2006 09:00:06AM

Corporation Name Resident Agent
UNITED ECOENERGY CORP. LAUGHLIN ASSOCIATES, Inc.

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recordings Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

DEAN HELLER
Secretary of State
Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138


BYLAWS

of
UNITED ECOENERGY CORP.
(A Nevada Corporation)

ARTICLE I
General

1.01 Applicability. These Bylaws provide rules for conducting the business of this corporation (the "Company"). Every shareholder and person who subsequently becomes a shareholder, the Board of Directors, Committees and Officers of the Company shall comply with these Bylaws, as amended from time to time. All bylaws and resolutions heretofore adopted by the Board of Directors are hereby repealed, to the extent in conflict with the provisions of these Bylaws.

1.02 Offices. The principal office of the Company shall be selected by the Board of Directors from time to time and may be within or without the State of Nevada. The Company may have such other offices, within or without the State of Nevada, as the Board of Directors may, from time to time, determine. The registered office of the Company required by the General Corporation Law of Nevada to be maintained in Nevada may be, but need not be, identical with the principal office if in Nevada, and the address of the registered office may be changed from time to time by the Board of Directors.

1.03 Definition of Terms. Terms defined in the Company's Certificate of Incorporation, as amended and restated from time to time (the "Charter"), shall have the same meanings when used in these Bylaws.

ARTICLE II
Stock Certificates

2.01 Stock Certificates. The shares of the Company's capital stock shall be represented by consecutively numbered certificates signed by the President or a Vice President and the Secretary or Assistant Secretary of the Company, and sealed with the seal of the Company, or a facsimile thereof. If certificates are signed by a transfer agent and registrar other than the Company or an employee thereof, the signatures of the officers of the Company may be facsimile. In case any officer who has signed (by real or facsimile signature) a certificate shall have ceased to hold such office before the certificate is issued, it may be issued by the Company with the same effect as if he continued to hold such office on the date of issue. Each certificate representing shares shall state upon the face thereof: (i) that the Company is organized under the laws of the State of Nevada; (ii) the name of the person to whom issued; (iii) the number, class and series (if any) of shares which such certificate represents; and (iv) the par value, if any, of the shares represented by such certificate, or a statement that the shares have no par value.

If any class or series of shares is subject to special powers, designations, preferences or relative, participating or other special rights, then such (together with all qualifications, limitations or restrictions of such preferences or rights) shall be set forth in full or summarized on the certificate representing such class or series. Moreover, each certificate shall state that the Company will furnish, without charge, to the registered holder of the shares represented by such certificate who so requests a statement setting forth such information in full.

Each certificate also shall set forth restrictions upon transfer, if any, or a reference thereto, as shall be adopted by the Board of Directors or by the shareholders, or as may be contained in this Article II. Any shares issued without registration under the Securities Act of 1933, as amended ("Act"), shall bear a legend restricting transfer unless such shares are registered under such act or an exemption from registration is available for a proposed transfer.

2.02 Consideration for Shares. Shares of the Company shall be issued, and treasury shares may be disposed of, for such consideration or considerations as shall be fixed from time to time by the Board of Directors. No shares shall be issued for less than the par value thereof. The consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the Company, or as permitted in the Charter.

2.03 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, and the Board of Directors when authorizing such issue of a new certificate or certificates may in its discretion, and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates or his legal representative to advertise the same in such manner as it shall require, and/or furnish to the Company a bond in such sum as it may direct, as indemnity against any claim that may be made against the Company. Except as herein above in this section provided, no new certificate or certificates evidencing shares of stock shall be issued unless and until the old certificate or certificates, in lieu of which the new certificate or certificates are issued, shall be surrendered for cancellation.

2.04 Registered Holder as Owner. The Company shall be entitled to treat the registered holder of any shares of the Company as the owner of such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, unless and until such purchaser, assignee, transferee or other person becomes the registered holder of such shares, whether or not the Company shall have either actual or constructive notice of the interests of such purchaser, assignee, or transferee or other person. The purchaser, assignee, or transferee of any of the shares of the Company shall not be entitled: to receive notice of the meetings of the shareholders; to vote at such meetings; to examine a list of the shareholders; to be paid dividends or other sums payable to shareholders; or to own, enjoy and exercise any other property or rights deriving from such shares against the Company, until such purchaser, assignee, or transferee has become the registered holder of such shares.

2.05 Reversions. Cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares, which are not claimed by the shareholders entitled thereto within TWO years after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the Company to pay the dividend or redemption price or deliver the certificate(s) for the shares to such shareholders within such time shall, at the expiration of such time, revert in full ownership to the Company, and the Company's obligation to pay any such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease; provided, that the Board of Directors may at any time and for any reason satisfactory to it, but need not, authorize (i) payment of the amount of cash or property dividend or (ii) issuance of any shares, ownership of which has reverted to the Company pursuant to this Section of Article II, to the person or entity who or which would be entitled thereto had such reversion not occurred.

2.06 Returned Certificates. All certificates for shares changed or returned to the Company for transfer shall be marked by the Secretary "CANCELLED," with the date of cancellation, and the transaction shall be immediately recorded in the certificate book opposite the memorandum of their issue. The returned certificate may be inserted in the certificate book.

2.07 Transfer of Shares. Upon surrender to the Company or to a transfer agent of the Company of a certificate of stock endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and such documentary stamps as may be required by law, it shall be the duty of the Company to issue a new certificate, upon payment by the transferee of such nominal charge therefor as the Company or its transfer agent may impose. Each such transfer of stock shall be entered on the stock book of the Company. Respecting any securities issued in reliance upon Rule 903 of Regulation S under the Act at any time when the Company is not a "reporting issuer" as defined in Rule 902 of Regulation S, no transfer of such securities shall be registered unless made in accordance with the provisions of Regulation S.

2.08 Transfer Agent. The Board of Directors shall have power to appoint one or more transfer agents and registrars for the transfer and registration of certificates of stock of any class, and may require that stock certificates shall be countersigned and registered by one or more of such transfer agents and registrars. Any powers or duties with respect to the transfer and registration of certificates may be delegated to the transfer agent and registrar.

ARTICLE III
Meetings of the Shareholders

3.01 Annual Meeting. The annual meeting of the shareholders shall be held between the 90th and 180th day after the tax year end, at such date and time and at such place, within or without the State of Nevada, as is designated from time to time by the Board of Directors and stated in the notice of the meeting. At each annual meeting the shareholders shall elect a Board of Directors in accordance with the Charter and shall transact such other business as may properly be brought before the meeting.

3.02 Special Meetings. Unless otherwise proscribed by law, the Charter or these Bylaws, special meetings of the shareholders may be called by the Chairman of the Board, the President, or a majority of the Board of Directors. The President shall call a special meeting upon the Secretary's receipt of written demand therefor by the holders of not less than ten percent (10%) of the total voting power. Requests for special meetings shall state the purpose or purposes of the proposed meeting.

3.03 Notice of Meetings. Except as otherwise provided by law, the Charter or these Bylaws, written notice of any annual or special meeting of the shareholders shall state the place, date, and time thereof and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each shareholder of record entitled to vote at such meeting not fewer than 10 nor more than 60 days prior to the meeting by any means permitted in Section 8.01 hereof. No business other than that specified in the notice of a special meeting shall be transacted at any such special meeting.

3.04 Record Date. In order that the Company may determine shareholders of record who are entitled (i) to notice of or to vote at any shareholders meeting or adjournment thereof, (ii) to express written consent to corporate action in lieu of a meeting, (iii) to receive payment of any dividend or other distribution, or (iv) to allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or in order that the Company may make a determination of shareholders of record for any other lawful purpose, the Board of Directors may fix in advance a date as the record date for any such determination. Such date shall not be more than 60 days, and in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken, and in no event may the record date precede the date upon which the Directors adopt a resolution fixing the record date.

If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is given (as defined in Section 8.01 hereof) or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of the shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjournment. The record date for determining shareholders entitled to consent to corporate actions without a meeting shall be fixed as provided in
Section 3.12 hereof.

3.05 Voting List. At least 10 days but nor more than 60 days before any meeting of shareholders, the officer or transfer agent in charge of the Company's stock transfer books shall prepare a complete alphabetical list of the shareholders entitled to vote at such meeting, which list shows the address of each shareholder and the number of shares registered in his or her name. The list so prepared shall be maintained at the corporate offices of the Company and shall be open to inspection by any shareholder, for any purpose germane to the meeting, at any time during usual business hours during a period of no fewer than 10 days prior to the meeting. The list shall also be produced and kept open at any shareholders meeting and, except as otherwise provided by law, may be inspected by any shareholder or proxy of a shareholder who is present in person at the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the list of shareholders and to vote at any meeting of shareholders.

3.06 Quorum; Adjournments. (a) The holders of a majority of the total voting power at any shareholders meeting present in person or by proxy shall be necessary to and shall constitute a quorum for the transaction of business at all shareholders meetings, except as otherwise provided by law or by the Articles.

(b) If a quorum is not present in person or by proxy at any shareholders meeting, a majority of the voting shares present or represented shall have the power to adjourn the meeting from time to time to the same or another place within 30 days thereof and no further notice of such adjourned meeting need be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

(c) Even if a quorum is present in person or by proxy at any shareholders meeting, a majority of the voting shares present or represented shall have the power to adjourn the meeting from time to time, for good cause, without notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjourment is taken, until a new date which is not more than 30 days after the date of the original meeting.

(d) Any business which might have been transacted at a shareholders meeting as originally called may be transacted at any meeting held after adjournment as provided in this Section 3.06 at which reconvened meeting a quorum is present in person or by proxy. Anything in paragraph (b) of this Section to the contrary notwithstanding, if an adjournment is for more than 30 days, or if after an adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote thereat.

(e) The shareholders present at a duly called meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

3.07 Proxies. At all meetings of shareholders, a shareholder may vote by proxy, executed in writing by the shareholder or by his duly authorized attorney in fact. Any proxyholder shall be authorized to sign, on the shareholder's behalf, any written consent for shareholder action taken in lieu of a meeting. Such proxy shall be filed with the Secretary of the Company before or at the time of the meeting. No proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed three (3) years from the date of its execution.

3.08 Voting of Shares. At any shareholders meeting every shareholder having the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law, by the Articles or in the Board resolution authorizing the issuance of shares, each shareholder of record shall be entitled to one vote (on each matter submitted to a vote) for each share of capital stock registered in his, her or its name on the Company's books. Except as otherwise provided by law or by the Articles, all matters submitted to the shareholders for approval shall be determined by a majority of the votes cast (not counting abstentions) at a legal meeting commenced with a quorum.

3.09 Voting of Shares by Certain Holders. Neither treasury shares, nor shares of its own stock held by the Company in a fiduciary capacity, nor shares held by another corporation if the majority of the shares entitled to vote for the election of directors of such other corporation is held by the Company, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares held by an administrator, executor, personal representative, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

3.10 Chairman. The Chairman of the Board of Directors of the Company, if there is one, or in his absence, the President, shall act as chairman at all meetings of shareholders.

3.11 Manner of Shareholder Voting. Voting at any shareholders' meeting shall be oral or by show of hands; provided, however, that voting shall be by written ballot if such demand is made by any shareholder present in person or by proxy and entitled to vote.

3.12 Informal Action by Shareholders; Record Date. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the total voting power; provided, that where an action requires a greater proportion of the total voting power, then the consent shall be signed by such greater proportion. No written consent will be effective unless written consents, signed by a sufficient proportion of shareholders to take action, are delivered to the Company within sixty (60) days of the date of the earliest such consent. Such consent shall have the same force and effect as a vote of the shareholders, and may be stated as such in any document filed with the Secretary of State of Nevada under the General Corporation Law of Nevada. Prompt notice of such action by written consent of less than all shareholders entitled to vote shall be given to all shareholders who have not consented in writing to the action taken.

The record date for determining shareholders entitled to consent to corporate actions in writing without a meeting (the "consent record date") shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date was adopted. However, if no consent record date is fixed, the consent record date shall be, respectively, (i) if prior action by the Board of Directors is required under the General Corporation Law of Nevada for the consent to be validly taken, the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (ii) if prior action by the Board of Directors is not required, the first date on which a properly signed and dated consent setting forth the action taken or proposed to be taken is delivered as required above.

3.13 Presiding Officers; Order of Business. (a) Shareholders meetings shall be presided over by the Chairman of the Board; or if the Chairman (and Vice Chairman) is not present, by the President; or if the President is not present, by a Vice President; or if a Vice President is not present, by such person chosen by the Board of Directors; or if none, by a chairperson to be chosen at the meeting by shareholders present in person or by proxy who own a majority of the voting power present. The Secretary of a shareholders meeting shall be the Secretary of the Company; or if the Secretary is not present, an Assistant Secretary; or if an Assistant Secretary is not present, such person as may be chosen by the Board of Directors; or if none, by such person who is chosen by the chairperson at the meeting.

(b) The following order of business, unless otherwise ordered at the shareholders meeting by the chairperson thereof, shall be observed as far as practicable and consistent with the purposes of the meeting:

1. Calling of the shareholders' meeting to order.

2. Presentation of proof of mailing of the notice of the meeting and, if a special meeting, the call thereof.

3. Presentation of proxies.

4. Determination and announcement that a quorum is present.

5. Reading and approval (or waiver thereof) of the minutes of the previous meeting of shareholders.

6. Reports, if any, of officers.

7. Election of directors, if the meeting is an annual meeting or a meeting called for such purpose.

8. Consideration of the specific purpose or purposes for which the meeting has been called, other than election of directors.

9. Transaction of such other business as may properly come before the meeting.

10. Adjournment.

3.14 Annual Report. The President of the Company shall prepare an annual report which will set forth a statement of affairs of the Company as of the end of its last fiscal year, including a balance sheet, an income statement and a statement of changes in financial position, which need not be audited, and present them at the annual meeting of shareholders. Failure to prepare or present an annual report shall not affect the validity of any shareholder meeting. No such report need be prepared or presented for any fiscal year in which the Company was inactive. This Section shall not apply as to any fiscal year if the Company (i) was at the year end subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, and subsequently furnishes to the shareholders an annual report or report on Form 10-K under such Act covering such fiscal year, or (ii) furnishes to shareholders an Information Statement which conforms to the requirements of Rule 15c2-11 of the Securities and Exchange Commission.

ARTICLE IV
Directors, Powers and Meetings

4.01 General Powers. All corporate powers shall be exercised, and the Company's business and affairs shall be managed, by or under the authority of its Board of Directors, except as otherwise provided in the General Corporation Law of Nevada or the Charter.

4.02 Number, Tenure and Qualifications. The Company's Board of Directors shall consist of not less than one (1) and not more than seven (7) Directors, as resolved from time to time by the Board of Directors. If such number is not so fixed, the Company shall have one Director. Directors shall be elected at each annual meeting of shareholders, except as otherwise provided below. Each Director shall hold office until the next annual meeting of shareholders and thereafter until his successor shall have been elected and duly qualified. Directors need not be residents of Nevada or shareholders of the Company. Directors shall be elected by plurality vote. At least one-fourth in number of the Directors must be elected annually. No decrease in the number of Directors shall shorten the term of any incumbent Director.

4.03 Vacancies; Resignation. (a) Any vacancy occurring in the Board of Directors, except resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by the affirmative vote of a majority of the entire board or by a majority of the total voting power at any annual meeting or at a special meeting of shareholders called for that purpose, or by means of written shareholder consents taken in lieu of a meeting. Every director chosen to fill a vacancy as provided in this Section shall hold office until the next annual meeting of shareholders or until his successor has been elected and qualified.

(b) Any Director may resign at any time by giving written notice to the Board, the Chairman of the Board, the President or the Secretary of the Company. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery to the Board or the designated officer. A resignation need not be accepted in order for it to be effective.

4.04 Removal of Directors. Any Director may be removed only by the shareholders in the manner provided in the Company's Charter and, if no such provision appears therein, then as provided by law. Such action may be taken at any special meeting called for that purpose or by means of written shareholder consents. In case any vacancy so created shall not be filled by the shareholders at such meeting or in the written consent effecting removal, such vacancy may be filled by a majority of the Board of Directors.

4.05 Place of Meetings. The Board of Directors may hold both regular and special meetings either within or without the State of Nevada, at such place as the Board of Directors from time to time deems advisable.

4.06 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than these Bylaws immediately after and at the same place as the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings without other notice than such resolution; provided, that any Director not present when any such resolution is passed is given notice of the resolution.

4.07 Special Meetings. A special meeting of the Board of Directors shall be held without other notice than these Bylaws immediately after and at the same place as every special meeting of shareholders. Special meetings of the Board of Directors also may be called by or at the request of the Chairman of the Board, the President, or any two Directors upon two days' notice to each director if such notice is delivered personally or sent by telegram, or upon five days' notice if sent by mail.

4.08 Telephonic Meetings. One or more members of the Board of Directors or any committee designated by the Board may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear one another at the same time. Such participation shall constitute presence in person at the meeting. All participants in any meeting of Directors, by virtue of their participation and without further action on their part, shall be deemed to have consented to the recording of such meeting by electronic device or otherwise, and to the making of a written transcript thereof, in order that minutes thereof shall be available for the Company's records.

4.09 Notice. Except as otherwise provided above, notice of the time, date and place, of every special meeting of Directors or any committee thereof shall be given. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

4.10 Quorum; Adjournments. A majority of the number of directors then in office, present in person or by means of conference telephone or similar equipment, shall constitute a quorum for the transaction of business at every Board meeting, and the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may otherwise specifically be provided by law, the Charter or these Bylaws. If a quorum is not present at any Board meeting, the directors present may adjourn the meeting, from time to time, without notice other than announcement of the meeting, until a quorum is present.

4.11 Compensation. Directors shall be entitled to such compensation for their services as directors as from time to time may be fixed by the Board and shall be entitled to reimbursement of all reasonable expenses incurred by them in attending Board meetings. A director may waive compensation for any Board meeting. No director who receives compensation as a director shall be barred from serving the Company in any other capacity or from receiving compensation and reimbursement of reasonable expenses for any or all such other services.

4.12 Presumption of Assent. A Director of the Company who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail, first class, postage prepaid, to the Secretary of the Company, provided such mailing is postmarked within ten calendar days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

4.13 Action by Directors Without Meeting. Any action required to be taken at a meeting of the Directors of the Company or of a committee of Directors or any action which may be taken at such a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. A consent shall be sufficient for this Section if it is executed in counterparts, in which event all of such counterparts, when taken together, shall constitute one and the same consent.

4.14 Bank Accounts, etc. Anything herein to the contrary notwithstanding, the Board of Directors may, except as may otherwise be required by law, authorize any officer or officers, agent or agents, in the name of and on behalf of the Company, to sign checks, drafts, or other orders for the payment of money or notes or other evidences of indebtedness, to endorse for deposit, deposit to the credit of the Company at any bank or trust company or banking institution in which the Company may maintain an account or to cash checks, notes, drafts, or other bankable securities or instruments, and such authority may be general or confined to specific instances, as the Board of Directors may elect.

4.15 Inspection of Records. Every Director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties, of the Company and of its subsidiaries. Such inspection may be made personally or by an agent and includes the right to make copies and extracts.

4.16 Executive Committee. (a) The Board of Directors may, by resolution adopted by a majority of the whole Board, appoint two or more of its members to constitute an Executive Committee. One of such directors shall be designated as Chairman of the Executive Committee. Each member of the Executive Committee shall continue as a member thereof until the expiration of his term as a director, or until his earlier resignation from the Executive Committee, in either case unless sooner removed as a director or member of the Executive Committee by any means authorized by the Charter or herein.

(b) The Executive Committee shall have and may exercise, to the extent provided in such resolution and except as prohibited by law, all of the rights, power and authority of the Board of Directors.

(c) The Executive Committee shall fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by its rules. The Chairman of the Executive Committee, or in the absence of the Chairman, a member of the Executive Committee chosen by a majority of the members present, shall preside at all meetings of the Executive Committee, and another member thereof chosen by the Executive Committee shall act as Secretary. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members thereof shall be required for any action of the Executive Committee. The Executive Committee shall keep minutes of its meetings and deliver such minutes to the Board of Directors.

4.17 Other Committees. The Board of Directors may, by resolution duly adopted by a majority of directors at a meeting at which a quorum is present, appoint an audit committee, compensation committee, and such other committee or committees as it shall deem advisable and with such limited authority as the Board of Directors shall from time to time determine.

4.18 Other Provisions Regarding Committees. (a) The Board of Directors shall have the power at any time to fill vacancies in, change the membership of, or discharge any committee. The members of any committee present at any meeting of a committee, whether or not they constitute a quorum, may appoint a director to act in the place of an absent member.

(b) Members of any committee shall be entitled to such compensation for their services as such as from time to time may be fixed by the Board of Directors and in any event shall be entitled to reimbursement of all reasonable expenses incurred in attending committee meetings. Any member of a committee may waive compensation for any meeting. No member of a committee who receives compensation as a member of one or more committees shall be barred from serving the Company in any other capacity or from receiving compensation and reimbursement of reasonable expenses for any or all such other services.

(c) Unless otherwise prohibited by law, the provisions above concerning action by written consent of directors and meetings of directors by telephonic or similar means shall apply to all committees from time to time created by the Board of Directors.

ARTICLE V
Officers and Agents

5.01 Positions. The Company's officers generally shall be chosen by the Board of Directors and shall consist of a Chairman of the Board, a President, one or more Vice Presidents if desired, a Secretary and a Treasurer. The Board of Directors may appoint one or more other officers, assistant officers and agents as it from time to time deems necessary or appropriate, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. The Board may delegate to the Chairman of the Board the authority to appoint any officer or agent of the Company and to fill a vacancy other than the Chairman of the Board or President. Any two or more offices may be held by the same person, except that no person may simultaneously hold the offices of President and Secretary and of President and Vice President. In all cases where the duties of any officer, agent or employee are not prescribed by these bylaws or by the Board of Directors, such officer, agent or employee shall follow the orders and instructions of the President.

5.02 Term of Office; Removal. Each officer of the Company shall hold office at the pleasure of the Board and any officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the directors then in office; provided, that any officer appointed by the Chairman of the Board pursuant to authority delegated by the Board may be removed, with or without cause, at any time by the Chairman whenever the Chairman in his or her absolute discretion shall consider that the Company's best interests shall be served by such removal. Removal of an officer by the Board (or the Chairman, as the case may be) shall not prejudice the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

5.03 Vacancies. A vacancy in any office, however occurring, may be filled by the Board or the Executive Committee, for the unexpired portion of the term by majority vote of its members, or by the Chairman of the Board in the case of a vacancy occurring in an office to which the Chairman has been delegated authority to make appointments.

5.04 Compensation. The salaries of all officers of the Company shall be fixed from time to time by the Board, and no officer shall be prevented from receiving a salary by reason of the fact that he also receives compensation from the Company in any other capacity. 5.05 Chairman of the Board. The Chairman of the Board ("Chairman"), if such officer shall be chosen by the Board of Directors, shall preside at all meetings of the Board of Directors and meetings of shareholders at which he is present and shall exercise general supervision and direction over the implementation of Board policy affecting the affairs of the Company. Any act which may be performed by the Chief Executive Officer or President may be performed by the Chairman.

5.06 Chief Executive Officer; Chief Operating Officer. The Chairman of the Board shall, unless the Board determines otherwise, serve as the Chief Executive Officer ("CEO") of the Company. If the Chairman is not designated the CEO, then the President shall serve as CEO. The Board may, from time to time, designate from among the executive officers of the Company an officer to serve as Chief Operating Officer ("COO") of the Company. If the Chairman serves as the CEO, then the President shall serve as COO. If the President is designated CEO, then the Executive Vice President (or if there is none, then the next most senior Vice President) shall serve as COO. A person designated to serve in the capacity of CEO or COO shall serve at the pleasure of the Board.

A person designated Chief Executive Officer (CEO) shall have primary responsibility for and active charge of the management and supervision of the Company's business and affairs. The CEO may execute in the name of the Company authorized corporate obligations and other instruments, shall perform such other duties as may be prescribed by the Board (or Chairman, as the case may be) from time to time and, in the absence or disability of the President, shall exercise all of the duties and powers of the President. In the event that the President is not the CEO, then the CEO shall supervise the performance of the President and shall be responsible for the execution of the policies and directives of the Board. The CEO shall report directly to the Board. The CEO shall perform such other duties as may be assigned by the Board (or Chairman, as the case may be). The CEO may perform any act which might be performed by the President.

A person designated Chief Operating Officer (COO) shall be responsible for the day-to-day management of the Company's operations, subject to the authority of the CEO. The COO shall report directly to the CEO of the Company and shall consult with the CEO on all matters of corporate policy and material business activities of the Company. The COO shall perform such other duties as may be assigned by the Board or the CEO.

5.07 President. The President shall have general active management of the business of the Company, subject to the authority of the Chief Executive Officer if the President is not designated as such, and general supervision of its officers, agents and employees. In the absence of the Chairman and Chief Executive Officer, he shall preside at all meetings of the shareholders and of the Board. In the absence of a designated Chief Executive Officer he shall see that all policies and directives of the Board are carried into effect.

He shall, unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, or shall execute in behalf of the Company written instruments appointing a proxy or proxies to represent the Company, at all meetings of the stockholders of any other company in which the Company shall hold any stock. He may, on behalf of the Company, in person or by substitute or by proxy, execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the President, in person or by substitute or proxy as aforesaid, may vote the stock so held by the Company and may execute written consent and other instruments and power incident to the ownership of said stock, subject however to the instructions, if any, of the Chairman or the Board of Directors. The President shall have custody of the Treasurer's bond, if any.

5.08 Executive Vice President. The Executive Vice President, if any, shall assist the President in the discharge of supervisory, managerial and executive duties and functions. In the absence of the President or in the event of his death, or inability or refusal to act, the Executive Vice President shall perform the duties of the President and when so acting shall have the duties and powers of the President. He shall perform such other duties as from time to time may be assigned to him by the President, Chairman or Board of directors.

5.09 Vice Presidents. The Vice Presidents, if any, shall assist the President and Executive Vice President and shall perform such duties as may be prescribed by the Board, the Chairman or the President. Vice Presidents in the order of their seniority shall, in the absence or disability of the Chairman and President, exercise all of the duties and powers of such officers. The Executive Vice President, if any, shall be the most senior of Vice Presidents, and the Senior Vice President, if any, shall be the next most senior of Vice Presidents. In regard to other Vice Presidents, they shall have the respective ranks designated by the Board of Directors, or if none has been so designated, as designated by the Chairman, or if none has been so designated by the Chairman, they shall rank in the order of their respective elections to such office. The execution of any instrument on the Company's behalf by a Vice President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President and Executive Vice President.

5.10 Secretary. The Secretary shall: (i) keep the minutes of the proceedings of the shareholders and the Board of Directors and record all votes and proceedings thereof in a book kept for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Company and affix the seal to all documents when authorized by the Board of Directors; (iv) keep at its registered office or principal place of business within or outside Delaware a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such a record shall be kept at the office of the Company's transfer agent or registrar;
(v) sign with the President, or a Vice President, certificates for shares of the Company, the issuance of which shall have been authorized by resolution of the Board of Directors; (vi) have general charge of the stock transfer books of the Company, unless the Company has a transfer agent; and (vii) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors. The Board of Directors may give general authority to officers other than the Secretary or any Assistant Secretary to affix the Company's seal and to attest the fixing thereof by his or her signature.

5.11 Assistant Secretary. The Assistant Secretary, if any (or if there is more than one, the Assistant Secretaries in the order designated, or in the absence of any designation, in the order of their appointment), in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary. The Assistant Secretary(ies) shall perform such other duties and have such other powers as from time to time may be prescribed by the Board, the Chairman or the Chief Executive Officer. The Chairman may appoint one or more Assistant Secretary(ies) to office.

5.12 Treasurer. The Treasurer shall, unless the Board otherwise resolves, be the principal financial officer and principal accounting officer of the Company and shall have the care and custody of all funds, securities, evidence of indebtedness and other valuable effects of the Company, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all money and other valuable effects of the Company in the name and to the credit of the Company in such depositories as from time to time may be designated by the Board. The Treasurer shall disburse the funds of the Company in such manner as may be ordered by the Board from time to time and shall render to the Chairman of the Board, the President and the Board, at regular Board meetings or whenever any of them may so require, an account of all transactions and of the Company's financial condition.

5.13 Assistant Treasurer. The Assistant Treasurer, if any (or if there is more than one, the Assistant Treasurers in the order designated, or in the absence of any designation, in the order of their appointment), in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer. The Assistant Treasurer(s) shall perform such other duties and have such other powers as from time to time may be prescribed by the Board, the Chairman or the Chief Executive Officer. The Chairman may appoint one or more Assistant Treasurer(s) to office.

5.14 Resignations. Any officer may resign at any time by giving written notice to the Board or to the Chairman. Such resignation shall take effect at the time specified therein and, unless specified therein, no acceptance of the resignation shall be required for the resignation to be effective.

5.15 Delegation of Duties. In the event of the absence or disability of any officer of the Company, or for any other reason the Board shall deem sufficient, the Board may temporarily designate the powers and duties, or particular powers and duties, of such officer to any other officer, or to any director.

5.16 Fidelity Bonds. The Board of Directors shall have the power, to the extent permitted by law, to require any officer, agent or employee of the Company to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board deems advisable.

ARTICLE VI
Indemnification

Every Director, officer, employee and agent of the Company, and every person serving at the Company's request as a director, officer (or in a position functionally equivalent to that of officer or director), employee or agent of another corporation, partnership, joint venture, trust or other entity, shall be indemnified to the extent and in the manner provided by the Company's Charter, as it may be amended, and in the absence of any such provision therein, in accordance with Nevada law.

ARTICLE VII
Execution of Instruments and Deposit of Corporate Funds

7.01 Execution of Instruments Generally. The Chairman of the Board, the President, any Vice President, the Secretary or the Treasurer, subject to the approval of the Board of Directors, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Company. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Company, and such authorization may be general or confined to specific instances.

7.02 Borrowing. Unless and except as authorized by the Board of Directors, no loans or advances shall be obtained or contracted for, by or on behalf of the Company, and no negotiable paper shall be issued in its name. Such authorization may be general or confined to specific instances. Any officer or agent of the Company thereunto so authorized may attain loans and advances for the Company and for such loans and advances may make, execute and deliver any promissory notes, bonds, or other evidences of indebtedness of the Company. Any officer or agent of the Company so authorized may pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Company, any and all stocks, bonds other securites and other personal property at any time held by the Company, and to that end may endorse, assign and deliver the same and do every act and thing necessary or proper in connection therewith.

7.03 Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select, or as may be selected by any officer or officers or agent or agents authorized to do so by the Board of Directors. Endorsements for deposit to the credit of the Company in any of its duly authorized depositaries shall be made in such manner as the Board of Directors from time to time may determine.

7.04 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, and all notes or other evidence of indebtedness issued in the name of the Company, shall be signed by such officer or officers or agent or agents of the Company and in such manner as the Board of Directors from time to time may determine.

7.05 Proxies. Proxies to vote with respect to shares of stock of other corporations owned by, or standing in the name of, the Company may be executed and delivered from time to time on behalf of the Company by the Chairman of the Board, the President or any Vice President or by any other person or persons thereunto authorized by the Board of Directors.

ARTICLE VIII
Miscellaneous

8.01 Declaration of Dividends. The Board of Directors at any regular or special meeting may declare dividends payable, whenever in the exercise of its discretion it may deem such declaration advisable and such is permitted by law. Such dividends may be paid in cash, property, or shares of the Company.

8.02 Benefit Plans. Directors shall have the power to install and authorize any pension, profit sharing, stock option, stock award or stock bonus, insurance, welfare, educational, bonus, health and accident or other benefit program which the Board deems to be in the interest of the Company, at the expense of the Company, and to amend or revoke any plan so adopted. Any such plan may adopted and have full force and effect by resolution of the Board of Directors, except where applicable laws, rules or regulations require prior approval of the Company's shareholders of such plan in order for the plan to be valid.

8.03 Seal. The corporate seal of the Company shall be circular in form and shall contain the name of the Company, the year incorporated and the words "Seal" and "Nevada".

8.04 Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Company. Any such adoption of or change in a fiscal year shall not constitute or require an amendment to these Bylaws.

8.05 Amendment of Bylaws. These Bylaws may be amended or repealed in the manner provided for in the Charter, or if none is there provided: by majority vote of the Board of Directors, taken at any meeting or by written consent, subject to the shareholders' right to change or repeal any Bylaws so made or adopt new Bylaws by vote of at least a majority of the total voting power. Bylaws amendments may be proposed by any Director or shareholder. Any action duly taken by the Board or the shareholders which conflicts or is inconsistent with these Bylaws (as they may be amended) shall constitute an amendment of the Bylaws, if the action was taken by such number of directors or shares voting as would be sufficient for amendment of the Bylaws.

8.06 Gender. The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine and neuter genders as the circumstances indicate.

8.07 Conflicts. In the event of any irreconcilable conflict between these Bylaws and either the Company's Charter or applicable law, the latter shall control.

8.08 Definitions. Except as these Bylaws otherwise specifically provide, all terms used in these Bylaws shall have the definitions given them in the Company's Charter or the Nevada General Corporation Law.

ARTICLE IX
Notices

9.01 Receipt of Notices by the Company. Notices, shareholder writings consenting to action, and other documents or writings shall be deemed to have been received by the Company when they are actually received: (i) at the registered office of the Company in Nevada; (ii) at the principal office of the Company (as designated in the most recent document filed by the Company with the Nevada Secretary of State designating a principal office) addressed to the attention of the Secretary of the Company; (iii) by the Secretary of the Company wherever the Secretary may be found; or (iv) by any other person authorized from time to time by the Board of Directors or the President to receive such writings, wherever such person is found.

9.02 Giving of Notice. Except as otherwise provided by the General Corporation Law of Nevada, these Bylaws, the Charter or resolution of the Board of Directors, every meeting notice or other notice, demand, bill, statement or other communication (collectively, "Notice") from the Company to a Director, Officer or shareholder shall be duly given if it is written or printed and is
(i) sent by first class or express mail, postage prepaid, (ii) sent by any commercial overnight air courier service, such as DHL, Federal Express, Emery, Airborne, UPS or similar service, (iii) sent by telegraph, cablegram, telex, telecopier, facsimile or similar transmission, (iv) delivered by any commercial messenger service which regularly retains its receipts, or (v) personally delivered, provided a receipt is obtained reflecting the date of delivery. Notice shall not be duly given unless all delivery or postage charges are prepaid. Notice shall be given to an addressee's most recent address as it appears on the Company's records or to such other address as has been provided in writing to the Secretary. A Notice shall be deemed "given" when dispatched for delivery, when personally delivered, when transmitted electronically, or if mailed, on the date postmarked. This Section shall not have the effect of shortening any notice period provided for in these Bylaws.

9.03 Waiver of Notice. Any Notice required or permitted by the General Corporation Law of Nevada, the Charter or these Bylaws may be waived in writing at any time by the person entitled to the Notice, and such waiver shall be equivalent to the giving of notice. Notice of any shareholders' meeting shall be waived by attendance, in person or by proxy, at the meeting, unless any question of lack of or defect in a Notice is raised prior to conclusion of the meeting. A waiver of Notice of a special meeting of shareholders shall state the purpose for which the meeting was called or the business to be transacted thereat.

APPROVED AND ADOPTED by the Board of Directors as of February 28, 1997.

SECRETARY'S CERTIFICATION

I, the undersigned Secretary of this corporation, hereby certify that the foregoing Bylaws were duly adopted by its Board of Directors on the date above indicated and that the foregoing text of the Bylaws are currently in full force and effect and have not been revoked, suspended or amended since adoption thereof.

Dated: February 28, 1997

MNS EAGLE EQUITY GROUP, INC.

                                       By  /s/  John D. Brasher Jr.
(SEAL)                                     -------------------------------------
                                                John D. Brasher Jr.

3

CERTIFICATION
EXHIBIT 31

I, William Mackey, certify that:

1. I have reviewed this annual report on Form 10-K of United EcoEnergy Corp.

2. Based on my knowledge, this 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 report;

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

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer 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 small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, 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 small business issuer's disclosure controls and procedures and presented in this report my 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 small business issuer internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuers ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: February 28, 2006
                                                /s/ William K. Mackey

                                 By..........................
                                           William K. Mackey, Chief Executive Officer


EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, William K. Mackey, Chief Executive Officer, and Robert Hipple, Chief Financial Officer of United EcoEnergy Corp. (the Company), DO
HEREBY CERTIFY, that:

1. The Annual Report on Form 10-K for the year ended December 31, 2005 (the Report), fully complies with the requirements of Section 13(a) 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 results of operations of the Company.

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 28th of February, 2006.

                  /s/ William K. Mackey
              By .........................
                William K. Mackey,
Chief Executive Officer

              /s/ Robert Hipple
              By..........................
                 Robert Hipple,
 Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to United EcoEnergy Corp. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.