SCHEDULE 14A INFORMATION STATEMENT

Information Statement Pursuant to Section 14A
of the Securities Exchange Act of 1934

Check the appropriate box:

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Preliminary Information Statement

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Definitive Information Statement

UNIVERSAL ENERGY CORP.
(Name of Registrant as Specified in Its Charter)
 
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Title of each class of securities to which transaction applies:

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Aggregate number of securities to which transaction applies:

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Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Date Filed:

 
 
 

 

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
 
 
Notice is hereby given to the holders of the shares of common stock of Universal Energy Corp. (the " Company " or " Universal ") that a Special Meeting of Stockholders will be held at _______ a.m., Eastern Daylight Savings Time, on ___________ __, 2009, at the ________________, ________, ________ _________, to consider and act upon the following matter:

 
·
To approve an amendment to the amended Articles of Incorporation to increase the authorized common shares from 6,500,000,000 to 100,000,000,000.
        
Only stockholders of record at the close of business on May ____, 2009 are entitled to notice of the meeting and to vote at the meeting or any adjournment or postponement thereof.
 
 
By Order of the Board of Directors
   
 
/s/ Dyron M. Watford
   
 
Dyron M. Watford, Chairman of the Board
 
Lake Mary, Florida
   
 
May _____, 2009

 
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON _____ __, 2009:
 
This Notice of 2009 Special Meeting of Stockholders and Proxy Statement are available at www.proxyvote.com .
 
Help us make a difference by eliminating paper proxy mailings to your home or business. As permitted by rules adopted by the U.S. Securities and Exchange Commission, we are pleased to make our proxy materials available electronically via the Internet. If you received by mail a Notice of Internet Availability, you will not receive a printed copy of the proxy materials. You may, however, opt to receive a printed copy of our proxy materials by following the instructions for requesting our proxy materials

 
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UNIVERSAL ENERGY CORP.

Special Meeting of Stockholders
__________ __, 2009
 
 
PROXY STATEMENT
 
 
INTRODUCTION
TABLE OF CONTENTS

   
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
 
 
Why am I receiving these materials?
1
 
What am I voting on?
1
 
Who can vote at the special meeting?
1
 
Am I a stockholder of record for purposes of the special meeting?
1
 
What if my shares are held in an account at a brokerage firm, bank or dealer?
2
 
How do I vote?
2
 
How are votes counted?
2
 
How many votes are needed to approve each proposal?
2
 
How many votes do I have?
2
 
What is the quorum requirement?
3
 
What does it mean if I receive more than one proxy card?
3
 
What if I return a proxy card but do not make specific choices?
3
 
Can I change my vote after submitting my proxy?
3
 
How can I find out the results of the voting at the special meeting?
3
 
Who is paying for this proxy solicitation?
3
     
PROPOSAL NO. 1 APPROVAL OF AN AMENDMENT FO THE COMPANY’S AMENDED CERTIFICATE OF INCORPORATION
 
 
Background
4
 
Reasons and Effects of the Proposal
6
 
Vote Required; Board Recommendation
7
     
ADDITIONAL INFORMATION
 
 
Certain Relationships and Related Transactions
8
 
Security Ownership of Certain Beneficial Owners and Management
8
 
Equity Compensation Plan Information
9
 
Director Compensation
9
     
EXECUTIVE COMPENSATION AND OTHER INFORMATION
 
 
Executive Officers
10
 
Biographies of Executive Officers and Directors
10
 
Employment Agreements
11
 
Summary Compensation Table
11
 
Outstanding Equity Awards at Fiscal Year End
12
 
Section 16(a) Beneficial Ownership Reporting Compliance
13
 
Stockholder Communications with the Board
14
     
OTHER MATTERS
14

 
iii
 

UNIVERSAL ENERGY CORP.
 
PROXY STATEMENT
FOR A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON _________, ____________ __, 2009
 
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
 
Why am I receiving these materials?
 
Universal Energy Corp. (“ we ”, “ Universal ” or the “ Company ”) sent you this proxy statement and the enclosed proxy card because our Board of Directors (the “ Board ”) is soliciting your proxy to vote at a 2009 Special Meeting of stockholders to be held on ________, ___________ __, 2009 at ______ p.m., Eastern Daylight Savings Time, at the _____________________, ____________, ______________.  You are invited to attend the special meeting to vote in person on the proposal described in this proxy statement. However, you do not need to attend the special meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed proxy card to indicate your vote with respect to each of the proposals described in this proxy statement.
 
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
 
In connection with the special meeting, a number of brokers with account holders who are stockholders of the Company will be “householding” our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, please notify your broker or contact our Secretary (Attn: Dyron M. Watford, Universal Energy Corp., 30 Skyline Drive, Lake Mary, Florida 32746). Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker.
 
We intend to mail this proxy statement and accompanying proxy card on or about ____________, 2009 to all stockholders entitled to vote at the special meeting and request that all stockholders voting by proxy return their completed proxy cards to us by no later than __________, 2009.
 
What am I voting on?
 
There is one matter scheduled for a vote at the special meeting:
 
 
·
Proposal No. 1: To approve an amendment to the amended Articles of Incorporation to increase the authorized common shares from 6,500,000,000 to 100,000,000,000; and
 
Each proposal, as well as the recommendation of the Board with respect to the proposal, is described in greater detail elsewhere in this proxy statement.
 
Who can vote at the special meeting?
 
Only stockholders of record at the close of business on May ___, 2009 will be entitled to vote at the special meeting. On this record date, there were _______________ shares of common stock outstanding and entitled to vote.
 
Am I a stockholder of record for purposes of the special meeting?
 
If, on May ____, 2009, your shares were registered directly in your name with our transfer agent, Madison Stock Transfer, Inc., then you are a stockholder of record for purposes of the special meeting.

 
1
 
 
What if my shares are held in an account at a brokerage firm, bank or dealer?
 
If, on May ___, 2009, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account.
 
How do I vote?

If you are a stockholder of record (that is, if your shares are owned in your name and not in “street name”), you may vote:
 
 
·
Via the Internet at www.proxyvote.com ;

 
·
By telephone (within the U.S. or Canada) toll-free at 1-800-_______;

 
·
By signing and returning the enclosed proxy card; or

 
·
By attending the Meeting and voting in person.
 
If you wish to vote by Internet or telephone, you must do so before 11:59 p.m., Eastern Time, on _______, _________, 2009. After that time, Internet and telephone voting will not be permitted, and a stockholder wishing to vote, or revoke an earlier proxy, must submit a signed proxy card or vote in person.
 
In accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”), we are sending all stockholders who have not affirmatively opted to receive paper materials, all of their proxy materials via the Internet. However, you may opt to receive paper copies of proxy materials, at no cost to you, by following the instructions contained in the Notice of Internet Availability.
 
“Street name” stockholders who wish to vote at the Meeting will need to obtain a proxy form from the institution that holds their shares of record.
 
How are votes counted?
 
Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “for” and (with respect to proposals other than the election of directors) “against” votes, abstentions and “broker non-votes”. A “broker non-vote” occurs when a stockholder of record, such as a broker, holding shares for a beneficial owner does not vote on a particular item because that stockholder of record does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Abstentions and broker non-votes will be counted towards the presence or absence of a quorum but will not be counted towards the affirmative vote total for any proposal.
 
How many votes are needed to approve the proposal?
 
The number of votes needed to approve the proposal is as follows:
 
 
·
Proposal No. 1: To be approved, Proposal No. 1 must receive a “for” vote from the holders of a majority of the shares of common stock as of the record date and entitled to vote is required.  Abstentions will have the same effect as “against” votes, and broker non-votes will have no effect.

How many votes do I have?
 
On each matter to be voted upon, you have one vote for each share of our common stock that you owned as of ______, 2009.

 
2
 
 
What is the quorum requirement?
 
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares are present at the meeting or represented by proxy. On the record date, there were _____________________ shares outstanding and entitled to vote. Accordingly, ___________ shares must be present at the meeting or represented by proxy in order to establish a proper quorum to enable us to conduct a vote on each of the proposals at the special meeting.
 
Your shares will be counted towards the quorum only if you submit a valid proxy or vote in person at the special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the meeting or represented by proxy may adjourn the meeting to another date.
 
What does it mean if I receive more than one proxy card?
 
If you receive more than one proxy card, then your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted at the special meeting.
 
What if I return a proxy card but do not make specific choices?
 
If you return a signed and dated proxy card without marking any voting selections, all of your shares will be voted “for” the election of the nominees for director and “for” the other proposals described in this proxy statement. If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his best judgment.
 
Can I change my vote after submitting my proxy?
 
You can change your vote with respect to any proposal by revoking your proxy at any time prior to the commencement of voting with respect to that proposal at the special meeting. You may revoke your proxy in any one of two ways:
 
 
·
You may submit another properly completed proxy card with a later date. Please note that we request that all stockholders voting by proxy return their completed proxy cards to us by no later than ____________, 2009.
 
·
You may send a written notice that you are revoking your proxy to our CFO (Attn: Dyron M. Watford, Universal Energy Corp., 30 Skyline Drive, Lake Mary, Florida 32746). To properly revoke your proxy via written notice, this notice must be received by our Secretary by no later than the close of business on _________, __________, 2009.
 
You may attend the special meeting and vote in person. Bear in mind that simply attending the meeting will not, by itself, revoke your proxy. In addition, please recall that if you are a beneficial owner of shares held in “street name” and wish to vote in person at the special meeting, you must obtain a valid proxy from the organization holding your account and present it to the inspector of elections at the special meeting.
 
Following the commencement of voting with respect to each proposal, you may not revoke your proxy or otherwise change your vote with respect to each such proposal.
 
How can I find out the results of the voting at the special meeting?
 
Preliminary voting results will be announced at the special meeting. Final voting results will be published in our quarterly report on Form 10-Q for the second quarter of fiscal year 2009, which ends June 30, 2009.
 
Who is paying for this proxy solicitation?
 
We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

 
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PROPOSAL NO. 1 - APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED CERTIFICATE OF INCORPORATION
 
The Board has approved, and is recommending to the stockholders for approval at the Special meeting, an amendment to our Amended Certificate of Incorporation to increase the number of authorized shares of common stock from 6,500,000 to 100,000,000,000 shares. The Board determined that this amendment is advisable and should be considered at the Special meeting.
 
The Company’s Amended Certificate of Incorporation, as currently in effect, provides that the Company’s authorized capital stock consists of 6,500,000,000 shares of common stock, $.0001 par value per share. Effective as of April 30, 2009, the Board unanimously approved an amendment to Article 4 of the Company’s Amended Certificate of Incorporation to increase the number of authorized shares of common stock from 6,500,000,000 shares to 100,000,000,000 shares. In accordance with Delaware law, the proposed amendment to the Amended Certificate of Incorporation is subject to stockholder approval.
 
              In the event that stockholder approval of the proposed amendment is obtained, the Company expects to file a Certificate of Amendment to the Amended Certificate of Incorporation with the Delaware Secretary of State on or about the close of business on the date of the Special meeting.
 
Background
 
As previously reported, during the past eighteen months we completed several private placements in order to fund our exploration and development activities.

Our September 2007 Financing .  Pursuant to a securities purchase agreement dated September 10, 2007 (the “ September 2007 SPA ”), we sold an aggregate principal amount of $5,110,294 of our Senior Secured Convertible 8% Debentures due August 30, 2009 (the “ September 2007 Debentures ”) convertible into common stock at a price of $0.80 per share, and related stock purchase warrants to purchase up to 6,387,868 shares of our common stock  at a price of $0.88 and 6,387,868 shares of our common stock at a price of $0.80 (collectively, the “ September 2007 Warrants ”).  We received aggregate proceeds of approximately $4,000,000 reflecting a 20% original issue discount to the 12 accredited investors who purchased the September 2007 Debentures and the September 2007 Warrants less a $280,000 placement commission.

Our November 2007 Financing .  Pursuant to a securities purchase agreement dated November 29, 2007 (the “ November 2007 SPA ”), we sold an aggregate principal amount of $1,742,647 of our Junior Convertible 8% Debentures due October 31, 2009 (the “ November 2007 Debentures ”) convertible into common stock at a price of $0.80 per share, and related stock purchase warrants to purchase up to 2,178,309 shares of our common stock  at a price of $0.88  per share, 2,178,309 shares of our common stock  at a price of $0.80 per share, and 2,178,309 shares of our common stock  at a price of $1.00  per share (collectively, the “ November 2007 Warrants ”).  We received aggregate proceeds of approximately $1,350,000 reflecting a 20% original issue discount to the 7 accredited investors who purchased the November 2007 Debentures and the November 2007 Warrants less a $94,500 placement commission. The purchasers of the November 2007 Debentures and the November 2007 Warrants were also purchasers of the September 2007 Debentures and the September 2007 Warrants.

Our May 2008 Financing .   Pursuant to a securities purchase agreement dated May 29, 2008 (the “ May 2008 SPA ”) we sold an aggregate principal amount of $1,006,618 of our Junior Convertible 8% Debentures due  May 31, 2010 (the “ May 2008 Debentures ”) convertible into common stock at a price of per share equal the lesser of (i) $0.25 (subject to resets and adjustments pursuant to the terms of this d ebenture and subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company's securities or the securities of any Subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (the " Fixed Conversion Price ") or (ii) 80% of the average of the three (3) lowest Closing Bid Prices of the Common Stock over the twenty (20) trading day period ending on the trading day immediately preceding the applicable Conversion Date , and related stock purchase warrants to purchase up to 4,026,471 shares of our common stock  at a price of $0.25  per share (collectively, the “ May 2008 Warrants ”).  We received aggregate proceeds of approximately $770,000 reflecting a 20% original issue discount to the 13 accredited investors who purchased the May 2008 Debentures and the May 2008 Warrants less a $53,450 placement commission. The majority of purchasers of the May 2008 Debentures and the May 2008 Warrants were also purchasers of the September 2007 Debentures, the September 2007 Warrants, the November 2007 Debentures and the November 2007 Warrants.

 
4
 

Our October 2008 Financing .   Pursuant to a securities purchase agreement dated October 31, 2008 (the “ October 2008 SPA ”) we sold an aggregate principal amount of $777,000 of our Junior Convertible 8% Debentures due  September 30, 2010 (the “ October 2008 Debentures ”) convertible into common stock at a price of per share equal the lesser of (i) $0.25 (subject to resets and adjustments pursuant to the terms of this debenture and subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company's securities or the securities of any Subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (the " Fixed Conversion Price ") or (ii) 80% of the average of the three (3) lowest Closing Bid Prices of the Common Stock over the twenty (20) trading day period ending on the trading day immediately preceding the applicable Conversion Date , and related stock purchase warrants to purchase up to 3,108,824 shares of our common stock  at a price of $0.25  per share (collectively, the “ October 2008 Warrants ”).  We received aggregate proceeds of approximately $605,000 reflecting a 20% original issue discount to the accredited investors who purchased the October 2008 Debentures and the October 2008 Warrants. The majority of purchasers of the October 2008 Debentures and the October 2008 Warrants were also purchasers of the September 2007 Debentures, the September 2007 Warrants, the November 2007 Debentures and the November 2007 Warrants.

The terms of each of the September 2007 Debentures, September 2007 Warrants, the November 2007 Debentures and the November 2007 Warrants provided that their respective conversion or exercise price as the case may be, were to be reset in the event that we issued shares of our common stock or securities convertible into or exercisable for our common stock (other than certain permitted issuances) at an effective conversion price or exercise price lower than the than applicable conversion or exercise price of each of the September 2007 Debentures, September 2007 Warrants, the November 2007 Debentures and the November 2007 Warrants.

Accordingly, the conversion price of each of the September 2007 Debentures and the November 2007 Debentures was reset to a price equal to the lesser of (i) the Fixed Conversion Price or (ii) 80% of the average of the three (3) lowest Closing Bid Prices of the Common Stock over the twenty (20) trading day period ending on the trading day immediately preceding the applicable Conversion Date; and the exercise price of the September 2007 Warrants and the November 2007 Warrants were reset to $0.25 per share.

Amortization of the September 2007 Debentures and the November 2007 began monthly commencing on September 1, 2008 and November 1, 2008 respectively.  Subject to certain conditions, the amortization may be effected through cash payments, or at our option, through the issuance of shares of our common stock or some combination of cash and stock, based on a price per share equal to 80% of the lowest three (3) closing bid prices of the common stock over the 20 trading days immediately preceding the date of such payment. We cannot provide assurance that we will have sufficient cash available to satisfy the repurchase of the Notes entirely in cash.

Recent Conversions of the September 2007 Debentures and the November 2007 Debentures.   At the time we completed each of the September 2007 Financing, the November 2007 Financing, the May 2008 Financing and the October 2008 Financing, our management believed that we had sufficient authorized and unissued shares available for issuance (at the then applicable conversion and exercise prices) upon (i) conversion of the September 2007 Debentures, the November 2007 Debentures, the May 2008 Debentures and the October 2008 Debentures (collectively, the “Debentures”) and (ii)  the September 2007 Warrants, the November 2007 Warrants, the May 2008 Warrants and the October 2008 Warrants (collectively, the “Warrants”).

Following the completion of the May 2008 Financing, certain holders of the September 2007 Debentures and the November 2007 Debentures began to convert portions of their respective debentures.  During the period from June 10, 2008 to February 2, 2009, the Company received conversion notices from our debenture holders as to $4,644,000 principal and interest amount of the September 2007 Debentures,  the November 2007 Debentures and the May 2008 Debentures.  We issued an aggregate of 6,345,251,000 shares of our common stock in connection with these conversions.

 
5
 

Under current rules and regulations promulgated by Securities and Exchange Commission and which became effective in February of 2008, holders of our outstanding debentures generally may convert and resell the shares received upon conversion if they have held their respective Debentures for a period of six months.

Due to the decline of the market price for our common stock following the closing of the May 2008 Financing we exhausted our authorized and unissued shares. Under the terms of the Debentures, we are required to hold a meeting of our stockholders for the purpose of increasing the number of authorized shares so as to have a sufficient number of shares reserved for issuance upon conversion of the Debentures or exercise of the Warrants. In connection with such meeting, we are required to use our best efforts in soliciting stockholder approval of such increase in authorized shares of Common Stock.

As of April 1, 2009, we have issued and outstanding an aggregate principal amount of $4,469,600 of convertible debentures; based upon currently applicable conversion price of $0.00032 per share approximately 13,967,500,000 shares will be required if the Debentures are converted in full; additional, 142,743,836 shares will be required in order to satisfy our obligations under the Warrants at the current exercise price of $0.25 per share.
 
The following table summarizes our currently issued and outstanding shares of common stock and the number of shares that we anticipate reserving for issuance upon approval of Proposal No. 1 by our stockholders :
 
Common Stock Currently Issued and Outstanding
    6,458,840,784  
         
Shares to be reserved for issuance (at current exercise and conversion prices):
       
Conversions of Existing Debentures (150% reserved per agreement)
    20,951,250,000  
Warrants
    142,743,836  
2006 Option Plan
    37,500,000  
         
Total number of shares to be reserved for issuance
    21,131,493,836  
         
Total number of shares authorized but unreserved
    78,868,506,164  
 
If our stockholders do not approve the increase in our authorized shares, the Debenture and Warrant holders could allege a default under the terms and conditions of Debentures and Warrants, which, if substantiated, would have a material adverse effect on our operations. Accordingly, an increase in the number of shares of common stock authorized for issuance under the Company’s Amended Certificate of Incorporation is necessary to permit us to have additional shares available for issuance in furtherance of the Company’s business purposes, as more fully set forth below under “Reasons For and Effects Of the Proposal.”      
 
Reasons for and Effects of the Proposal
 
Due to the limited number of shares of common stock available to be issued, the Board has unanimously approved, and voted to recommend that the stockholders approve, an amendment to the Company’s Amended Certificate of Incorporation pursuant to which the number of shares of common stock which the Company would be authorized to issue would be increased from 6,500,000,000 shares to 100,000,000,000 shares.
 
The Board believes that an increase in authorized common stock would provide the Company with increased flexibility to issue and/or sell common stock from time to time at the discretion of the Board , and without further authorization by the stockholders, for one or more of the following business purposes: (i) in public or private offerings as a means of obtaining additional capital for the Company’s business; (ii) as part or all of the consideration required to be paid for the acquisition of ongoing businesses or other assets; (iii) to satisfy any current or future financial obligations of the Company; (iv) in connection with the exercise of options, warrants or rights, or the conversion of convertible securities that have been or may be issued by the Company; or (v) pursuant to any benefit, option or stock ownership plan or employment agreement.

 
6
 
 
The proposed increase in the number of authorized shares of common stock will not change the number of shares of common stock outstanding or the rights of the holders of such stock. Other than for the possibility of issuing new shares of common stock upon the exercise of outstanding stock options or warrants, the Company does not have any immediate plans, arrangements, commitments or understandings with respect to the issuance of any of the additional shares of common stock that would be authorized by the proposed amendment to the Amended Certificate of Incorporation. However, the Company anticipates that it will need to raise additional equity capital in the near future through the issuance of common stock or other securities that are convertible into, or otherwise grant the holder thereof the right to purchase, common stock.
 
Any issuance of additional shares of common stock could reduce the current stockholders’ proportionate interests in the Company, depending on the number of shares issued and the purpose, terms and conditions of the issuance. Moreover, the issuance of additional shares of common stock could discourage attempts to acquire control of the Company by tender offer or other means. In such a case, stockholders might be deprived of benefits that could result from such an attempt, such as realization of a premium over the market price of their shares in a tender offer or the temporary increase in market price that could result from such an attempt.  Although the Board intends to issue common stock only when it considers such issuance to be in the best interest of the Company, the issuance of additional shares of common stock may have, among others, a dilutive effect on earnings per share of common stock and on the equity and voting rights of holders of shares of common stock. The Board believes, however, that the benefits of providing the flexibility to issue shares without delay for any business purpose outweigh any such possible disadvantages.
 
Ownership of shares of common stock entitles each stockholder to one vote per share of common stock. Holders of shares of common stock do not have preemptive rights to subscribe to additional securities that may be issued by the Company, which means that current stockholders do not have a prior right to purchase any new issue of capital stock of the Company in order to maintain their proportionate ownership. Stockholders wishing to maintain their interest, however, may be able to do so through normal market purchases.
 
The increase in the authorized common stock will be implemented by effecting an amendment to the Company’s Amended Certificate of Incorporation, replacing the current Article 4 with a new Article 4 that states as follows:
 
“The total number of shares of stock which the corporation is authorized to issue is 100,000,000,000 shares of Common Stock having a par value of $0.0001 per share.”
 
Assuming the increase in authorized common stock is approved by the stockholders at the Special meeting, an amendment to the Company’s Amended Certificate of Incorporation will be filed with the Secretary of State of the State of Delaware, and the increase in authorized common stock will become effective as of 5:00 p.m. EDST time on the date of such filing. The Company expects that such filing will take place on or shortly after the date the Special meeting is held. The increase in authorized common stock may be abandoned by the Board at any time before or after the Special meeting should the stockholders not approve this proposal.
 
Vote Required; Board Recommendation
 
To be approved, this Proposal No. 1 must receive a “for” vote from the holders of a majority of the shares of common stock present and entitled to vote either in person or by proxy at the special meeting. Abstentions will have the same effect as votes “against” Proposal No. 1; broker non-votes will have no effect. T he Board recommends a vote “for” this Proposal No. 1 to INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 6,500,000,000 SHARES TO 100,000,000,000 SHARES, AS SET FORTH ABOVE.

 
7
 
 
ADDITIONAL INFORMATION
 
Certain Relationships and Related Transactions

On October 4, 2007, the Company issued an unsecured promissory note in the amount of $200,000 to Billy Raley, the Company’s CEO and Director.  Interest accrues on the outstanding principal balance from and after October 4, 2007 at a rate of 11 percent per annum.   Interest shall be calculated on the basis of a 360-day year, and shall be charged on the principal outstanding from time to time for the actual number of days elapsed.   The Company shall pay the Holder all accrued interest and the outstanding principal on the maturity date.  The maturity date of the note was April 4, 2008.  The note was not paid at maturity and is therefore in default.

On October 4, 2007, the Company issued an unsecured promissory note in the amount of $150,000 to Dyron M. Watford, the Company’s CFO and Chairman.  Interest accrues on the outstanding principal balance from and after October 4, 2007 at a rate of 11 percent per annum.   Interest shall be calculated on the basis of a 360-day year, and shall be charged on the principal outstanding from time to time for the actual number of days elapsed.   The Company shall pay the Holder all accrued interest and the outstanding principal on the maturity date.  The maturity date of the note was April 4, 2008.  The note was not paid at maturity and is therefore in default.

On September 12, 2006, we sold 2,500,000 restricted shares of our common stock for total net proceeds of $150,000 to a single accredited investor. Subsequently, on September 15, 2006, the Board of approved hiring this investor to serve as our Chief Executive Officer.

On October 6, 2006, we entered into an employment agreement with Kevin Tattersall as chief exploration officer. Mr. Tattersall’s employment agreement was for an initial term of two years and provided for an annual base salary of $60,000 (payable commencing October 6, 2006), an award of 812,500 shares of restricted stock and certain bonus compensation, including a discretionary bonus as determined by the Board . Our employment agreement with Mr. Tattersall was terminated in accordance with the terms of a Separation Agreement and General Release dated December 14, 2007, pursuant to which we agreed to pay Mr. Tattersall an aggregate severance payment of $5,000.

Other than the transaction listed above, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth beneficial ownership information as of April 1, 2009 for shares of our capital stock or rights to acquire shares of our capital stock exercisable within 60 days beneficially owned by:
 
·
our chief executive officer and other executive officers;
 
·
each director;
 
·
our directors and executive officers as a group; and
 
·
each person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock and other classes of voting stock.

Percentage ownership in the following table is based on 6,458,840,784 shares of common stock outstanding as of April 1, 2009.  A person is deemed to be the beneficial owner of securities that can be acquired by that person within 60 days from the date of this Proxy Statement upon the exercise of options, warrants or convertible securities.  Each beneficial owner’s percentage ownership is determined by dividing the number of shares beneficially owned by that person by the base number of outstanding shares, increased to reflect the shares underlying options, warrants or other convertible securities included in that person’s holdings, but not those underlying shares held by any other person.

To our knowledge, each person, along with his or her spouse, has sole voting and investment power over the shares unless otherwise noted.

 
8
 

 
 
 
Name of Beneficial Owner
 
Amount and
Nature of
Beneficial
Ownership
   
 
Percentage of
Class (1)
 
Billy Raley (2)
    8,278,469       0.13 %
                 
Dyron M. Watford (3)
    7,378,469       0.11 %
                 
All officers and directors as a group (2 persons)
    15,656,938       0.24 %
                 
Beneficial Owners of More than 5% of the Company’s Common Stock
               
 
 
(1)
Calculated pursuant to Rule 13d-3 of the Rules and Regulations under the Exchange Act. Percentages shown for all officers and directors as a group are calculated on an aggregate basis and percentages shown for individuals are rounded to the nearest one-tenth of one percent. The mailing address for each of the directors and officers is c/o Universal Energy Corp, 30 Skyline Drive, Lake Mary, Florida 32746.
 
(2)
Includes 5,815,969 shares of common stock issuable upon the exercise of stock options vested through 6/30/09
 
(3)
Includes 5,815,969 shares of common stock issuable upon the exercise of stock options vested through 6/30/09.

Equity Compensation Plan Information

The following table summarizes our equity compensation plans as of April 1, 2009:

Plan category
 
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
   
Weighted-average
exercise price of
outstanding options,
warrants and rights
   
Number of securities
remaining available for
future issuance under
equity compensation
plans
 
Equity compensation plans approved by stockholders
    -       -       -  
Equity compensation plans not approved by stockholders
    12,500,000     $ 0.78       25,000,000  
                         
Total:
    12,500,000     $ 0.78       25,000,000  

2006 Non-Statutory Stock Option Plan

The 2006 Non-Statutory Stock Option Plan was adopted by the Board on September 13, 2006. The plan was intended to advance the interests of the Company by encouraging and enabling eligible employees, non-employee directors, consultants and advisors to acquire proprietary interests in the Company, and by providing the participating employees, non-employee directors, consultants, and advisors with an additional incentive to promote the success of the Company. Under this plan, a maximum of 37,500,000 shares of our common stock, par value $0.0001, were authorized for issue.   The vesting and terms of all of the options are determined by the Board and may vary by optionee; however, the term may be no longer than 10 years from the date of grant.
 
Director Compensation

Currently there is no compensation package for our board.  While we expect to create a compensation package for our board members during the next 12 months, we do not currently have any preliminary agreements or understandings with respect to such compensation packages.

 
9
 
The terms of each of the directors expires at the next special meeting of the stockholders, the date for which has not been set by the Board.  The officers serve at the pleasure of the Board.

All directors hold office until the next special meeting of stockholders and until their successors have been duly elected and qualified.  Directors will be elected at the special meetings to serve for one-year terms.  The Company does not know of any agreements with respect to the election of directors.  The Company has not compensated its directors for service on the Board of Universal or any of its subsidiaries or any committee thereof.  Any non-employee director of Universal or its subsidiaries is reimbursed for expenses incurred for attendance at meetings of the Board and any committee of the Board , although no such committee has been established.  Each executive officer of Universal is appointed by and serves at the discretion of the Board.

None of the officers or directors of Universal is currently an officer or director of a company required to file reports with the Securities and Exchange Commission, other than Universal.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Officers

The names of our executive officers and directors, their ages as of April 1, 2009, and the positions currently held by each are as follows:

Name
 
Age
 
Position
         
Billy R. Raley
 
52
 
Chief Executive Officer and Director
Dyron M. Watford
 
33
 
Chief Financial Officer and Chairman

Biographies of Executive Officers and Directors

Billy R. Raley , was appointed to serve as CEO in September 2006.  Prior to joining Universal, Mr. Raley was the Regional Vice President and an officer for Progress Energy Florida, Inc., a Progress Energy Company.  At Progress, Mr. Raley was responsible for operations and community relations throughout a six-county area in Central Florida.  His team consisted of 400 company employees and 200 contract employees, most of who were responsible for distribution construction and operations to nearly 400,000 customers.  Prior to joining Progress Energy Florida in 2002, Mr. Raley held the position of Vice President of Transmission for Carolina Power & Light, also a Progress Energy Company. In that position, he was responsible for the construction and maintenance of all transmission facilities in North and South Carolina. He also provided oversight for all transmission engineering and maintenance for the Florida transmission system.  Mr. Raley’s background is comprised of over 25 years of electric utility industry experience, including expertise in the areas of Transmission and Distribution Operations, Construction and Maintenance, and Nuclear Generation.  Mr. Raley currently serves as a trustee of Stetson University and is the past Chairman of the Foundation Board of Seminole Community College.  He also serves on the  Cystic Fibrosis Executive Committee. He is a member of the Board of Directors and is the Past Chair of the Seminole Regional Chamber of Commerce.  Mr. Raley was recently awarded “Business Person of the Year” for Seminole County.

Dyron M. Watford , a Certified Public Accountant, was appointed to serve as our Principal Accounting Officer and was elected to serve as a director of the company in November 2002.  In September 2006, Mr. Watford was appointed to serve as our Chief Financial Officer and Chairman.  Since August 2000, Mr. Watford has served as the president, sole stockholder and director of Sirus Capital Corp, Inc., a consulting company providing financial services to existing and emerging private and public companies.  From December 1998 to August 2000, Mr. Watford was an auditor for Arthur Andersen, LLP.  Mr. Watford obtained a Master of Business Administration degree from the University of Central Florida in December 1998.


 
10
 

Employment Agreements

Chief Executive Officer

Effective September 14, 2006, we entered into an employment agreement with Billy R. Raley as chief executive officer. Mr. Raley became a director as of December 14, 2006. Mr. Raley’s employment agreement was for an initial term of three years and provided for an annual base salary of $96,000 (payable commencing September 15, 2006), an award of options to purchase up to 6,250,000 shares of common stock and certain bonus compensation, including a discretionary bonus as determined by the Board. If we terminated Mr. Raley’s employment other than for cause, we would have been obligated to pay the product of the sum of the Executive’s then Base Salary plus the amount of the highest annual bonus or other incentive compensation payment theretofore made by the Company to the Executive, multiplied times (y) one.  The Board amended Mr. Raley’s annual base salary to $225,000 in March 2007.

Chief Financial Officer

Effective September 14, 2006, we entered into an employment agreement with Dyron M. Watford as chief financial officer. Mr. Watford, who was already a director, became the chairman of the board as of that date. Mr. Watford’s employment agreement was for an initial term of three years and provided for an annual base salary of $72,000 (payable commencing September 15, 2006), an award of options to purchase up to 6,250,000 shares of common stock and certain bonus compensation, including a discretionary bonus as determined by the Board . If we terminated Mr. Watford’s employment other than for cause, we would have been obligated to pay the product of the sum of the Executive’s then Base Salary plus the amount of the highest annual bonus or other incentive compensation payment theretofore made by the Company to the Executive, multiplied times (y) one.  The Board amended Mr. Watford’s annual base salary to $180,000 in March 2007.
 
Summary Compensation Table

The following table summarizes all compensation recorded by us in the last completed fiscal year for our principal executive officer and each other executive officer serving as such whose annual compensation exceeded $100,000 as of the end of the last completed fiscal year. Such officers are referred to herein as our “Named Executive Officers.”

                                     
Nonqualified
             
                   
Stock
   
Option
   
Non-Equity
   
Deferred
   
All Other
       
Name and
     
Salary($)
         
Awards
   
Awards
   
Incentive Plan
   
Compensation
   
Compensation
   
Total
 
principal position
 
Year
 
(1)
   
Bonus($)
   
($)
   
($)(2)(3)
   
Compensation
   
Earnings ($)
   
($)(4)
   
($)
 
Billy Raley
                                                     
CEO
 
2008
    225,000       -       -       690,413       -       -       -     $ 915,413  
                                                                     
Dyron Watford
                                                                   
CFO
 
2008
    180,000       -       -       690,413       -       -       -       870,413  
                                                                     
TOTAL
        405,000       -       -       1,380,826       -       -       -     $ 1,785,826  
 
(1)
Salaries are provided for that part of 2008 during which each Named Executive Officer served as such.
 
(2)
Granted under the terms of our 2006 Non-Statutory Stock Option Plan. The amounts in this column represent the dollar amounts recognized for financial statement reporting purposes in fiscal 2008 with respect to option grants made in 2006, in accordance with SFAS 123R.
 
(3)
We used the Black-Scholes option pricing model to determine the fair value of all 2006 option grants.

 
11
 

Messrs. Watford and Raley were granted stock options on September 14, 2006 and September 15, 2006, respectively, which vest and therefore become exercisable on a pro rata basis monthly over three years from the date of grant, commencing on their date of hire.  We valued the stock grant based on the following assumptions:

Dividend Yield (per share)
$0.00
Volatility (%)
71.3%
Risk-free Interest Rate (%)
4.625%
Expected Life
3.0 years
Forfeiture Rate
15%

Accordingly, the weighted average fair value per option at the grant date was $0.39.

Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each of our Named Executive Officers as of December 31, 2008.

   
OPTION AWARDS
 
STOCK AWARDS
 
                                               
Equity
 
                                               
Incentive
 
                                         
Equity
   
Plan
 
                                         
Incentive
   
Awards:
 
                                         
Plan
   
Market or
 
               
Equity
                       
Awards:
   
Payout
 
               
Incentive
                       
Number of
   
Value of
 
               
Plan
                       
Unearned
   
Unearned
 
               
Awards;
                 
Market
   
Shares,
   
Shares,
 
   
Number of
   
Number of
   
Number of
           
Number of
   
Value of
   
Units or
   
Units or
 
   
Securities
   
Securities
   
Securities
           
Share or
   
Shares or
   
Other
   
Other
 
   
Underlying
   
Underlying
   
Underlying
           
Units of
   
Units of
   
Rights
   
Rights
 
   
Unexercised
   
Unexercised
   
Unexercised
   
Option
 
Option
 
Stock that
   
Stock That
   
That Have
   
That Have
 
   
Options (#)
   
Options (#)
   
Unearned
   
Exercise
 
Expiration
 
Have Not
   
Have Not
   
Not Vested
   
Not Vested
 
Name
 
Exercisable
   
Unexercisable
   
Options (#)
   
Price ($)
 
Date
 
Vested (#)
   
Vested($)
   
(#)
   
($)
 
Billy Raley,
    86,806       -       -       0.78  
09/30/2011
    -       -       -       -  
CEO
    173,611       -       -       0.78  
10/30/2011
    -       -       -       -  
      173,611       -       -       0.78  
11/30/2011
    -       -       -       -  
      173,611       -       -       0.78  
12/31/2011
    -       -       -       -  
      173,611       -       -       0.78  
01/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
02/28/2012
    -       -       -       -  
      173,611       -       -       0.78  
03/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
04/30/2012
    -       -       -       -  
      173,611       -       -       0.78  
05/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
06/30/2012
    -       -       -       -  
      173,611       -       -       0.78  
07/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
08/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
09/30/2012
    -       -       -       -  
      173,611       -       -       0.78  
10/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
11/30/2012
    -       -       -       -  
      173,611       -       -       0.78  
12/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
01/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
02/28/2013
    -       -       -       -  
      173,611       -       -       0.78  
03/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
04/30/2013
    -       -       -       -  
      173,611       -       -       0.78  
05/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
06/30/2013
    -       -       -       -  
      173,611       -       -       0.78  
07/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
08/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
09/30/2013
    -       -       -       -  
      173,611       -       -       0.78  
10/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
11/30/2013
    -       -       -       -  
      173,611       -       -       0.78  
12/31/2013
    -       -       -       -  
      -       -       1,475,697       0.78  
(1)
    -       -       -       -  
TOTAL
    4,774,303       -       1,475,697                 -       -       -       -  

 
12
 

   
OPTION AWARDS
 
STOCK AWARDS
 
                                               
Equity
 
                                               
Incentive
 
                                         
Equity
   
Plan
 
                                         
Incentive
   
Awards:
 
                                         
Plan
   
Market or
 
               
Equity
                       
Awards:
   
Payout
 
               
Incentive
                       
Number of
   
Value of
 
               
Plan
                       
Unearned
   
Unearned
 
               
Awards;
                 
Market
   
Shares,
   
Shares,
 
   
Number of
   
Number of
   
Number of
           
Number of
   
Value of
   
Units or
   
Units or
 
   
Securities
   
Securities
   
Securities
           
Share or
   
Shares or
   
Other
   
Other
 
   
Underlying
   
Underlying
   
Underlying
           
Units of
   
Units of
   
Rights
   
Rights
 
   
Unexercised
   
Unexercised
   
Unexercised
   
Option
 
Option
 
Stock that
   
Stock That
   
That Have
   
That Have
 
   
Options (#)
   
Options (#)
   
Unearned
   
Exercise
 
Expiration
 
Have Not
   
Have Not
   
Not Vested
   
Not Vested
 
Name
 
Exercisable
   
Unexercisable
   
Options (#)
   
Price ($)
 
Date
 
Vested (#)
   
Vested($)
      (#)    
($)
 
Dyron Watford,
    86,806       -       -       0.78  
09/30/2011
    -       -       -       -  
  CFO
    173,611       -       -       0.78  
10/30/2011
    -       -       -       -  
      173,611       -       -       0.78  
11/30/2011
    -       -       -       -  
      173,611       -       -       0.78  
12/31/2011
    -       -       -       -  
      173,611       -       -       0.78  
01/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
02/28/2012
    -       -       -       -  
      173,611       -       -       0.78  
03/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
04/30/2012
    -       -       -       -  
      173,611       -       -       0.78  
05/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
06/30/2012
    -       -       -       -  
      173,611       -       -       0.78  
07/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
08/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
09/30/2012
    -       -       -       -  
      173,611       -       -       0.78  
10/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
11/30/2012
    -       -       -       -  
      173,611       -       -       0.78  
12/31/2012
    -       -       -       -  
      173,611       -       -       0.78  
01/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
02/28/2013
    -       -       -       -  
      173,611       -       -       0.78  
03/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
04/30/2013
    -       -       -       -  
      173,611       -       -       0.78  
05/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
06/30/2013
    -       -       -       -  
      173,611       -       -       0.78  
07/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
08/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
09/30/2013
    -       -       -       -  
      173,611       -       -       0.78  
10/31/2013
    -       -       -       -  
      173,611       -       -       0.78  
11/30/2013
    -       -       -       -  
      173,611       -       -       0.78  
12/31/2013
    -       -       -       -  
      -       -       1,475,697       0.78  
(1)
    -       -       -       -  
TOTAL
    4,774,303       -       1,475,697                 -       -       -       -  
 
(1)
These options held by Mr. Raley vest in equal monthly installments pursuant to his employment contract at a rate of 173,611 per month.
(2)
These options held by Mr. Watford vest in equal monthly installments pursuant to his employment contract at a rate of 173,611 per month.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Exchange Act (“Section 16(a)”) requires our directors, executive officers and beneficial owners of more than 10% of any class of our securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
 
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2008, all Section 16(a) filing requirements applicable to its officers, directors and 10% beneficial owners were complied with, except that two Form 4s were not timely filed for Mr. Raley and Mr. Watford.

 
13
 

 
Stockholder Communications with the Board
 
Historically, we have not adopted a formal process for stockholder communications with the Board. Nevertheless, every effort has been made to ensure that the views of our stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We currently believe that these informal efforts to receive and respond to stockholder communications to the Board have proven effective in obviating the need for any formal process.
 
 
The Board knows of no other matters that will be presented for consideration at the special meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
 
By Order of the Board of Directors,
 
Dyron M. Watford
Chairman of the Board
 
May ____, 2009

 
14
 
 
LOCATION OF UNIVERSAL ENERGY CORP.  SPECIAL MEETING OF STOCKHOLDERS
 
_________, ____________, 2009 at ______ p.m. EDST
_______________________
_______________________
 
Beneficial owners of common stock held in street name by a broker or bank will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from your broker or bank are examples of proof of ownership.

 
15
 
 
 
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Stockholders to be held on ______________, 2009:
 
Our proxy statement and Annual Report are available at www.universalenergycorp.info
 
 
 
PROXY
 
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2009 SPECIAL MEETING OF STOCKHOLDERS
_____________ 2009
 
The undersigned having received the Notice of Special meeting of Stockholders and proxy statement, revoking any proxy previously given, hereby appoint(s) Dyron M. Watford and Billy R. Raley, and either of them, as proxies to vote as directed all shares the undersigned is (are) entitled to vote at the Universal Energy Corp. 2009 Special Meeting of Stockholders and authorize(s) each to vote in his discretion upon other business as may properly come before the meeting or any adjournment or postponement thereof. If this signed proxy card contains no specific voting instructions, these shares will be voted “FOR” Items 1, and in the discretion of the named proxies on all other matters.
 
IF YOU DO NOT VOTE BY TOUCH-TONE PHONE OR VIA THE INTERNET,
PLEASE MARK, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE
AND RETURN IT IN THE ENCLOSED ENVELOPE.
 
Address Changes/Comments:
_______________________________________________________________________________________
_______________________________________________________________________________________
_______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________
(If you noted and Address Changes/Comments above, please mark corresponding box on the reverse side.)

 
16
 
 
 
UNIVERSAL ENERGY CORP.
30 SKYLINE DRIVE
LAKE MARY, FLORIDA 32746
 
VOTE BY INTERNET – www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. EDST on ___________, 2009. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Universal Energy Corp. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
 
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Universal Energy Corp., 30 Skyline Drive, Lake Mary, Florida 32746.
 
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS:
KEEP THIS PORTION
FOR YOU
 
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

UNIVERSAL ENERGY CORP.
The Board of Directors recommends a vote FOR Items 1 and 2.
Vote on Proposals
           
             
   
For
 
Against
 
Abstain
             
Increase Authorized Shares to
100,000,000,000
 
¨
 
¨
 
¨
             
             
             
 
  
 
  
 
  
 

For address changes and/or comments, please check this box and write them on the back where indicated. ¨
Please indicate if you plan to attend this meeting:
¨
Yes
¨
No
 
         
Note : Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
         

             
Signature [PLEASE SIGN WITHIN BOX]
 
Date
 
Signature (Joint Owners)
 
Date

 
17
 
 
Annex A
 
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
UNIVERSAL ENERGY CORP.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
 
Universal Energy Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officers, does hereby certify that:
 
             FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware an amendment of the Corporation’s Certificate of Incorporation to increase the authorized shares of the Corporation’s Common Stock, par value $0.0001 per share; (ii) declaring such amendment to be advisable and (iii) directing that such amendment be considered at the 2009 Special Meeting of Stockholders.
 
             SECOND: That upon the effectiveness of this Certificate of Amendment of the Certificate of Incorporation, the Certificate of Incorporation is hereby amended by replacing the current Article 4 with a new Article 4 that states as follows:
 
“The total number of shares of stock which the corporation is authorized to issue is 100,000,000,000 shares of Common Stock having a par value of $0.0001 per share.”
 
THIRD: That, in accordance with the provisions of the Delaware General Corporation Law, the holders of a majority of the outstanding Common Stock of the Corporation entitled to vote thereon affirmatively voted in favor of the amendment at the 2009 Special Meeting of Stockholders held on ___________, 2009.
 
FOURTH: That the amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by the Board of Directors and stockholders of the Corporation.
 
           IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed by _____________, its ______________, and attested to by _________, its _____________, this ___ day of _______, 2009.
 
 
UNIVERSAL ENERGY CORP.
   
 
By:
 
Name:
 
Title:
 
ATTEST:
 
By:
Name:
Title:

 
18
 
 
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