UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 7, 2007 (March 3, 2007)
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United Ethanol Group, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
0-50013 91-2107890
(Commission File Number) (IRS Employer Identification No.)
216 N. Commercial Avenue, Eagle Grove, IA 50533
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(Address of principal executive offices) (Zip Code)
(515) 603-6292
Registrant's telephone number, including area code:
Originally New York, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 3, 2007 the Company executed and entered into a Distribution and
Acquisition Agreement with U.S. Sustainable Energy Corporation ("USSE") (the
"Distribution Agreement").
In accordance with the terms of the Distribution Agreement, the Company
acquired the worldwide rights to distribute biofuels in the transportation
industry. The biofuels produced by USSE result from their unique process of
breaking down biomass feedstocks (corn and/or soy). In consideration for these
distribution rights, the Company agreed to issue and deliver to USSE a total of
900,000,000 shares of its common stock.
The Distribution Agreement also provides that upon the satisfaction of some
key conditions precedent, the Company and USSE will begin negotiations towards
reaching a stock purchase, merger or other reorganization transaction between
the two companies. Those conditions include that USSE must have installed and
have active four reactors in its facility for the production of biofuels and
must have completed and delivered to the Company audited financial statements
reasonably satisfactory to the Company.
The Distribution Agreement provides that the Company will prepare and file
a Form S-4 Registration Statement as promptly as possible to register the shares
issuable to USSE.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In accordance with the Distribution Agreement, the Company agreed to issue
900,000,000 of the Company's newly issued restricted shares of common stock to
USSE. This issuance was completed in accordance with Rule 506 of Regulation D
promulgated under the Securities Act of 1933 in that there was no public
distribution or solicitation undertaken in connection with the offering and sale
of such securities.
ITEM 5.02 APPOINTMENT OF CERTAIN OFFICERS
On February 28, 2007 by unanimous approval of the Board of Directors, the
Company appointed Kelmer R. Smith to the Board of Directors to serve until the
next annual election of directors by shareholders.
Mr. Kelmer Smith serves as VP of Engineering and Construction and manages
the design and construction of the production and the fuel plants of U.S.
Sustainable Energy Corp. Mr. Smith is a professional engineer
licensed in five states, a Certified Energy Manager and Certified Energy
Procurement Professional. He has over 22 years of diversified engineering and
project management experience in the petrochemical, power generation and
consulting engineer industries. Mr. Smith was educated at Mississippi State
University receiving a B.S. in mechanical engineering with honors. He began his
business career with Mississippi Power as a co-op student in their marketing
department. Upon graduation, Mr. Smith worked for Exxon USA in their Baton
Rouge, LA Refinery, the second largest refinery in the world. While at Exxon
Mr. Smith served as a project engineer as well as the mechanical engineer for
several refinery processes. In order to return to Mississippi, Mr. Smith left
Exxon to work for Cataphote Inc. as a project manager and then Entergy
Corporation at the Grand Gulf Nuclear Station. While at Entergy, Mr. Smith
worked as a design engineer, scheduled work for the mechanical engineering
department and served in Site Business Services as well Project Management. In
1996, Mr. Smith left Entergy to establish a successful consulting business which
later merged with I.C. Thomasson Associates, Inc. where he served as a principal
mechanical engineer and President of MS Operations. Mr. Smith has served as a
project manager and design engineer on numerous commercial and industrial
projects including a power generation station at Mississippi State University.
Mr. Smith is Vice President of Engineering and Construction of U.S.
Sustainable Energy Corp. As is elsewhere disclosed in this Report on Form 8-K,
U.S. Sustainable Energy Corp and the Company have entered into the Distribution
Agreement. Otherwise, Mr. Smith is not subject to material relationships or
related party transactions with the Company.
Mr. Smith has not been appointed to, nor as of the date of this disclosure,
is he expected to be appointed to a Committee of the Board. Mr. Smith has not
entered into any employment or related agreements with the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10.1 Distribution and Acquisition Agreement between United Ethanol Group, Inc.
and U.S. Sustainable Energy Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized
UNITED ETHANOL GROUP, INC.
By: /s/ John Rivera
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Chief Executive Officer
By: /s/ Taylor Moffitt
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Director
By: /s/ Chris McGovern
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President and Treasurer
Date: March 7, 2007