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.
                                  -1-
	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.

                                    -2-
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.

                                    -3-


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

                                    -4-
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

                                    -5-
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:




                                  -6-
*	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.



                                     -7-

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;

                                    -8-
*     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.




                                  -9-

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

                                 -10-
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

                                  -11-
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.


                                  -12-

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

                                 -13-
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

                                  -14-
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

                                  -15-
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.

                                    -16-
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,

                                 -17-

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

                                  -18-

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


                                  -19-


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
                                -21-
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

                                -22-
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




                                 -23-
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

                                  -24-
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.
<TABLE>
<CAPTION>
						   Long-Term Compensation
				 Annual Compensation  	          Awards          	Payouts
                       -------------------------------------------------------------------------
  <S>              <C>     <C>     <C>    <C>      <C>             <C>         <C>        <C>
  (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-
</TABLE>
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.