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 24, 2006
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UNITED ENERGY CORP. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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000-30841 |
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22-3342379 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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600 Meadowlands Parkway #20, Secaucus, New Jersey |
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07094 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (800)327-3456
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On March 24, 2006, United Energy Corp. (the “Company”)
entered into Securities Purchase Agreement (the “Purchase Agreement”)
with the purchasers named therein (the “Purchasers”) and a First Amendment
to Securities Purchase Agreement and Registration Rights Agreement (the “First
Amendment”) pursuant to which the Company raised $5,100,000 in gross cash
proceeds from the private placement of 4,250,000 shares of its common stock,
par value $.01 (the “Common Stock”) to the Purchasers at a price of
$1.20 per share. The Company and the Purchasers also entered into a Registration
Rights Agreement with the Purchasers on such date (the “Registration Rights
Agreement”) pursuant to which the Company agreed to register for resale
by the Purchasers under the Securities Act of 1933, as amended (the “Securities
Act”) the shares of Common Stock sold to the Purchasers with the Securities
and Exchange Commission (the “SEC”). Pursuant to the Registration
Rights Agreement, the Company is required to file a registration statement with
the SEC registering such shares of Common Stock for resale under the Securities
Act by April 23, 2006 (or subject to the consent of the holders of a majority
of the shares of Common Stock issued to the Purchasers pursuant to the Purchase
Agreement, the filing of such registration statement may be extended to May
23, 2006), and use its best efforts to have the registration statement declared
effective as soon as possible. ITEM
3.02. UNREGISTERED SALES OF EQUITY SECURITIES. Pursuant to the Purchase Agreement and First
Amendment, the Company sold 4,250,000 shares of Common Stock at a price of
$1.20 per share as more fully described in Item 1.01 of this Form 8-K, which
description is hereby incorporated by reference herein. The Common Stock was issued pursuant to an
exemption provided by Section 4(2) of Securities Act and Regulation D promulgated thereunder. The Company received $5,100,000 in gross
cash proceeds, which will be used to fund general corporate expenses and
working capital. ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits: 99.1 Press Release dated March 28, 2006 Signature Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized. UNITED ENERGY CORP. Date: March 28, 2006 By: /s/ Brian King Name: Brian King Title: Chief Executive Officer