UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.5)*
United Health Products, Inc.
COMMON STOCK
(Title of Class of Securities)
910203108
(CUSIP Number)
February 16, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
/_/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 910203108
1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
Roadrunner Capital Group, LLC EIN: 22-3695261
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
3) SEC Use Only
4) Citizenship or Place of Organization
New Jersey
| Number of Shares |
5) |
Sole Voting Power 1,879,500 (a) |
| Beneficially |
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| Owned by Each |
6) |
Shared Voting Power -0- |
| Reporting |
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| Person With |
7) |
Sole Dispositive Power 1,879,500 (a) |
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8) |
Shared Dispositive Power -0- |
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,879,500 (a)
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
11) Percent of Class Represented by Amount in Item 9
(a) 2.4% (3.7% if all options exercised)
12) Type of Reporting Person (See Instructions)
OO
(a) Roadrunner Capital Group LLC (“Roadrunner”) has the right to purchase up to an additional 1,024,094 shares of common stock of United Health Products, Inc. formerly known as United EcoEnergy Corp. (“Issuer”) pursuant to the balance remaining on an option agreement between Roadrunner and VASLM, LLC. Although Roadrunner has sole voting and dispositive control of the shares upon purchase, Chris Messalas as the Managing Member of Roadrunner may be deemed to have the right to direct the voting and dispositive control over such common stock. The option agreement contains a restriction that restricts Roadrunner from exercising and beneficially owning, together with its affiliates, more than 9.5% of the number of shares of common stock of the Issuer outstanding on the dates the options are exercised. Currently 6,091,819 would represent 9.5%. Currently Roadrunner owns 1,879,500 shares of the Issuer’s common stock and the balance remaining under the option agreement is 1,024,094.
CUSIP No. 910203108
1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
Leaddog Capital L.P. EIN: 22-3967904
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
| Number of Shares |
5) |
Sole Voting Power 2,358,123 (b) |
| Beneficially |
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| Owned by Each |
6) |
Shared Voting Power -0- |
| Reporting |
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| Person With |
7) |
Sole Dispositive Power 2,358,123 (b) |
| |
8) |
Shared Dispositive Power -0- |
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,358,123 (b)
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
11) Percent of Class Represented by Amount in Item 9
3.0%
12) Type of Reporting Person (See Instructions)
PN
(b) Leaddog Capital L.P. (“Leaddog”) currently owns in its name 2,358,123 shares of common stock of United Health Products, Inc. formerly known as United EcoEnergy Corp. (“Issuer”). Although Leaddog has sole voting and dispositive control of the shares, Chris Messalas and Joseph B. LaRocco as Managing Members of Leaddog Capital Markets, LLC, (Leaddog’s general partner) may be deemed to have the right to direct the voting and dispositive control over such common stock. Leaddog is restricted from exercising and beneficially owning, together with its affiliates, more than 9.5% of the number of shares of common stock of the Issuer. Leaddog is entitled to receive an additional 100,000 shares as partial consideration for a loan to the Issuer on March 31, 2009. Leaddog is entitled to receive an additional 50,000 shares as partial consideration for a loan to the Issuer on April 17, 2009. Leaddog is also entitled to receive an additional 100,000 shares as partial consideration for a loan to a third party.
Explanatory Note
The Reporting Persons hereby amend and restate the following items and supplements the statement on Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2010.
ITEM 1.
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NAME OF ISSUER |
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United EcoEnergy Corp. |
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE |
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120 Wall Street, 24th Floor, New York, NY 10005 |
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ITEM 2.
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| (A) |
NAME OF PERSONS FILING |
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Roadrunner Capital Group, LLC |
New Jersey |
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Leaddog Capital, L.P. |
Delaware |
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| (B) |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE |
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120 Wall Street, 24th Floor, New York, NY 10005 |
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CITIZENSHIP |
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Roadrunner Capital Group, LLC |
New Jersey |
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Leaddog Capital, L.P. |
Delaware |
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| (D) |
TITLE OF CLASS OF SECURITIES |
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Common Stock |
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| (E) |
CUSIP NUMBER |
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91059D100 |
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ITEM 3.
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Not Applicable. |
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| ITEM 4. |
OWNERSHIP. |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) Amount beneficially owned: |
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Roadrunner
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Leaddog
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a.
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Beneficial Ownership
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1,879,500 (a)
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2,358,123 (b)
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b.
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Percentage of Class
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2.4% (a)
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3.0% (b)
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c.
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Sole Voting Power
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1,879,500 (a)
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2,358,123 (b)
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Shared Voting Power
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-0-
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-0-
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Sole Dispositive Power
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1,879,500 (a)
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2,358,123 (b)
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Shared Dispositive Power
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-0-
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-0-
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| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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See Item 4.
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| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
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Not Applicable. |
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| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
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Not Applicable. |
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| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
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Not Applicable. |
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| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP |
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Not Applicable. |
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| ITEM 10. |
CERTIFICATION. |
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By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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By:
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/s/ Chris Messalas |
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Name: Chris Messalas |
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Title: Managing Member |
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EXHIBITS
A: Joint Filing Statement
Exhibit A
Agreement of Joint Filing
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT made as of this 16th day of February, 2011 by and among LeadDog Capital, LP ("LeadDog LP") and Roadrunner Capital Group, LLC (“Roadrunner”).
WHEREAS, LeadDog LP and Roadrunner collectively beneficially own more than five (5%) percent of the issued and outstanding common stock, $.001 par value of United Health Products, Inc. formerly known as United EcoEnergy Corp. (“Issuer”) ("United Health Common Stock"), a Nevada corporation; and
WHEREAS, pursuant to Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, the parties hereto are required to file a Schedule 13G with the Securities and Exchange Commission ("SEC").
NOW, THEREFORE, the parties agree as follows:
1. LeadDog LP and Roadrunner hereby agree to jointly file this Schedule 13G with the SEC regarding the beneficial ownership of United Health Common Stock and to file any and all amendments and supplements thereto.
2. This Agreement contains the entire agreement among the parties concerning the subject matter hereof and may not be amended, modified or changed except pursuant to a written instrument signed by all parties.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and year first above written.
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LeadDog Capital, LP by its General Partner |
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LeadDog Capital Markets, LLC |
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By:
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/s/ Chris Messalas |
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Name: Chris Messalas |
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Title: Managing Member |
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Roadrunner Capital Group, LLC |
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By: |
/s/ Chris Messalas |
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Name: Chris Messalas |
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Title: Managing Member |
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