Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
United
Energy Corp.
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
910900208
John
Shin, Esq.
Silverman
Sclar Shin & Byrne PLLC
381 Park
Avenue South
New York,
NY 10016
(212)
779-8600f
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o.
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. 910900208
SCHEDULE
13D
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
RONALD
WILEN
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
ý
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO,
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,756,000
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
2,756,000
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,756,000
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
1. Security and Issuer.
The title
of the class of equity securities to which this statement relates is Common
Stock, par value $0.01 each
(“Common Stock”) of United Energy Corp., a Nevada corporation (the
“Issuer”). The principal executive office of the Issuer is located at
600 Meadowlands Parkway #20, Secaucus, New Jersey 07094.
Item
2. Identity and Background.
(a) This
Statement is being filed by Ronald Wilen.
(b) The
address of the Reporting Person is 287 Columbia Terrace, Paramus, New Jersey
07652.
(c) Mr.
Wilen is the Chief Executive Officer, President, Secretary and a Director of the
Issuer, United Energy Corp. whose address is 600 Meadowlands Parkway #20,
Secaucus, New Jersey 07094.
(d) and
(e) The Reporting Person has not, during the last five years, been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or it is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The
Reporting Person is a citizen of the United States.
Item
3. Source and Amount of Funds or Other
Consideration.
With
respect to the Note and Warrants issued on March 13, 2009, they were purchased
from the Issuer with personal funds of the Reporting Person.
With
respect to the Options and other Warrants, the Reporting Person received them as
compensation from the Issuer.
Item
4. Purpose of Transaction.
The
Reporting Person considers the securities he beneficially owns as personal
investments.
The
Reporting Person has no present plan or proposal that relates to or would result
in any other action specified in clauses (a) through (j) of Item 4 of Schedule
13D.
Item
5. Interest in Securities of the Issuer.
(a) The
Reporting Person beneficially owns 2,756,000 shares of Common Stock,
representing 8.7% of the outstanding shares of Common Stock (based upon
31,030,115 shares of Common Stock outstanding as of February 13, 2009, as
reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended
December 31, 2008). Such shares of Common Stock beneficially owned by
the Reporting Person include (i) 2,236,000 shares of Common Stock held by the
Reporting Person; and (ii) 520,000 shares of Common Stock issuable upon exercise
of options and warrants held by the Reporting Person.
CUSIP No. 91090020
(b) The
Reporting Person has the sole power to vote or to direct the vote and to dispose
or direct the disposition of all of the securities reported herein.
(c) With
the exception of the granting of warrants to acquire 150,000 shares to Mr. Wilen
on February 13, 2009 and the purchase of warrants to acquire 200,000 shares on
March 13, 2009 in connection with a loan in the amount of $50,000 to the Issuer,
no transactions in the Common Stock were effected by the Reporting Person in the
last 60 days.
(d) and
(e) Not applicable.
Item
6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of Issuer.
The
Reporting Person was awarded the following employee stock options by the
Issuer:
|
Number
of Options
|
|
|
Exercise
Price
|
|
Expiration
Date
|
| |
40,000 |
|
|
$ |
0.12 |
|
March
15, 2010
|
| |
10,000 |
|
|
$ |
0.12 |
|
January
1, 2011
|
| |
10,000 |
|
|
$ |
0.12 |
|
March
30, 2017
|
| |
50,000 |
|
|
$ |
0.12 |
|
April
16, 2017
|
| |
10,000 |
|
|
$ |
0.12 |
|
March
31, 2018
|
| |
50,000 |
|
|
$ |
0.12 |
|
April
16, 2018
|
In
addition, on February 13, 2008, Mr. Wilen and each of the other directors of the
Issuer were granted warrants to acquire 150,000 shares of Common Stock at an
exercise price of $0.12 per share. Such warrants are exercisable for
a period of ten years. The warrants also provide for cashless
exercise at the option of the holder.
On March
13, 2009, Mr. Wilen along with two other directors loaned the Issuer $50,000
each and in exchange received a Note and warrants which provide that 66,667
shares are exercisable immediately; 66,667 shares are exercisable commencing
from April 2, 2009; and 66,666 derivative securities are exercisable commencing
from April 22, 2009; provided, that in the event the Issuer repays in full the
$50,000 loan before April 2, 2009, the total number of shares exercisable will
be reduced by 133,333 and if the Issuer repays such loan before April 22, 2009,
the total number of shares exercisable will be reduced by 66,666.
Item
7. Materials to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated:
March 31, 2009
| |
/s/ Ronald
Wilen |
| |
Ronald
Wilen
|