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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 10-Q/A

(Mark One)
|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 2000

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from              to

                          Commission File No. 000-30841


                               UNITED ENERGY CORP.
             (Exact name of registrant as specified in its charter)

            Nevada                                                22-3342379
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No. )

   600 Meadowlands Parkway, Secaucus, N.J.                         07094
  (Address of principal executive offices)                       (Zip Code)

                                 (201) 842-0288
              (Registrant's telephone number, including area code)

     Indicate  by check  mark  whether  the  Issuer  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter  period that the Issuer
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. |X| Yes |_| No

     The number of shares  outstanding of each of the Issuer's classes of common
stock, as of the latest practicable date.

                               UNITED ENERGY CORP.

            Class                        Outstanding as of September 29, 2000
            -----                        ------------------------------------
                                                   15,830,270 shares
Common Stock, $.01 par value              Outstanding as of January 31, 2002
                                          ----------------------------------
                                                   16,080,270 shares


<PAGE>

                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements
         (Unaudited)...........................................................4

         Consolidated balance sheets
         June 30, 2000 (Unaudited) (Revised) and March 31, 2000 (Revised)......5

         Consolidated statement of operations for the three months ended
         June 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised)....6

         Consolidated statements of cash flows for the three months ended
         June 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised)....7

         Notes to consolidated financial statements
         June 30, 2000 (Revised)...............................................8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........13

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................................13

Item 2.  Changes in Securities and Use of Proceeds............................13

Item 3.  Defaults upon Senior Securities .....................................13

Item 4.  Submission of Matters to a Vote of Security Holders..................13

Item 5.  Other Information- Credit Line with Fleet Bank, N.A..................13

Item 6.  Exhibits and Reports on Form 8-K.....................................14

Signatures....................................................................15


                                                                               3
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----
CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets as of June 30, 2000 (Unaudited) (Revised)
   and March 31, 2000 (Revised).............................................  5

Consolidated Statements of Operations for the Three Months Ended
   June 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised).......  6

Consolidated Statements of Cash Flows for the Three Months
   Ended June 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised).  7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Revised).......................8-10


                                                                               4
<PAGE>


                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2000 (Unaudited) (Revised)
                          AND MARCH 31, 2000 (Revised)

<TABLE>
<CAPTION>
                                                                 June 30, 2000  March 31, 2000
                                                                 -------------  --------------
                                                                  (Unaudited)
                                                                   (Revised)        (Revised)
                                     ASSETS
<S>                                                               <C>            <C>
CURRENT ASSETS:
   Cash and cash equivalents ..................................   $    68,204    $    46,008
   Accounts receivable, net of allowance for doubtful
      accounts of $73,100 and $18,260, respectively ...........       273,774        445,949
   Inventory ..................................................       802,172        592,285
   Prepaid expenses ...........................................           251           --
                                                                  -----------    -----------

        Total current assets ..................................     1,144,401      1,084,242

PROPERTY AND EQUIPMENT, net of accumulated depreciation
   and amortization of $18,205 and $17,320, respectively ......         8,776          9,661

OTHER ASSETS:
   Goodwill, net of accumulated amortization of $8,952
      and $7,957, respectively ................................        77,571         78,566
   Patent, net of accumulated amortization of $11,984
      and $9,479, respectively ................................       138,284        140,789
   Other assets ...............................................         1,385          1,585
                                                                  -----------    -----------

        Total assets ..........................................   $ 1,370,417    $ 1,314,843
                                                                  ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable and accrued expenses ......................   $   301,149    $   385,176
   Accounts payable to shareholders ...........................       350,000        350,000
   Related party loans payable ................................        24,718         24,718
   Short-term bank loan and revolving line of credit ..........       163,959          5,697
                                                                  -----------    -----------

        Total current liabilities .............................       839,826        765,591
                                                                  -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock; 100,000,000 shares authorized of $0.01
      par value, 15,830,270 shares issued and outstanding
      as of June 30 and March 31, 2000 ........................       158,302        158,302
   Additional paid-in capital .................................     3,854,552      3,792,052
   Stock subscription receivable ..............................       (25,000)       (25,000)
   Accumulated deficit ........................................    (3,457,263)    (3,376,102)
                                                                  -----------    -----------
        Total stockholders' equity ............................       530,591        549,252
                                                                  -----------    -----------

        Total liabilities and stockholders' equity ............   $ 1,370,417    $ 1,314,843
                                                                  ===========    ===========
</TABLE>

              The accompanying notes are an integral part of these
                          consolidated balance sheets.


<PAGE>


                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited) (Revised)

                                                      For the Three Months
                                                         Ended June 30,
                                                         -------------
                                                     2000              1999
                                                     ----              ----
                                                   (Revised)         (Revised)
                                                           (Unaudited)

REVENUES, net ..................................   $    836,332    $    502,616

COST OF GOODS SOLD .............................        546,330         280,261
                                                   ------------    ------------

        Gross profit ...........................        290,002         222,355
                                                   ------------    ------------

OPERATING EXPENSES:
   General and administrative ..................        303,344         189,721
   Executive services contributed by management          62,500          62,500
   Depreciation and amortization ...............          4,385           4,553
                                                   ------------    ------------

        Total operating expenses ...............        370,229         256,774
                                                   ------------    ------------

        Income (loss) from operations ..........        (80,227)        (34,419)
                                                   ------------    ------------

OTHER (EXPENSE) INCOME, net:
   Interest income .............................           --             1,673
   Interest expense ............................           (934)           (330)
                                                   ------------    ------------

        Total other (expense) income, net ......           (934)          1,343
                                                   ------------    ------------

        Net Income (loss) ......................        (81,161)        (33,076)
                                                   ============    ============

BASIC AND DILUTED LOSS PER SHARE: ..............   $      (0.01)   $      (0.00)
                                                   ============    ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,
   basic and diluted ...........................     15,830,270      15,753,770
                                                   ============    ============


 The accompanying notes are an integral part of these consolidated statements.


                                                                               6
<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) (REVISED)


<TABLE>
<CAPTION>
                                                                       For the Three Months
                                                                          Ended June 30,
                                                                        2000         1999
                                                                        ----         ----
                                                                          (Unaudited)
                                                                           (Revised)
<S>                                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ......................................................   $ (81,161)   $ (33,076)
   Adjustments to reconcile net income to net cash used in
      operating activities-
      Depreciation and amortization ..............................       4,385        4,553
      Executive services contributed by management ...............      62,500       62,500
   Changes in operating assets and liabilities-
      Decrease (increase) in accounts receivable .................     172,175     (198,684)
      Increase in inventory ......................................    (209,887)    (122,450)
      Increase in prepaid expenses ...............................        (251)        --
      Decrease (increase) in other assets, net ...................         200       (4,885)
      Increase (decrease) in accounts payable and accrued expenses     (84,027)     120,900
                                                                     ---------    ---------

        Net cash used in operating activities ....................    (136,066)    (171,142)
                                                                     ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Payments for patent ...........................................        --         (6,129)
                                                                     ---------    ---------

        Net cash used in investing activities ....................        --         (6,129)
                                                                     ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds (payments) on line of credit, net ....................      (1,738)      43,362
   Proceeds from bank loan .......................................     160,000         --
   Proceeds from loans payable to related party ..................        --        215,000
                                                                     ---------    ---------

        Net cash provided by financing activities ................     158,262      258,362
                                                                     ---------    ---------

        Net increase in cash and cash equivalents ................      22,196       81,091

CASH AND CASH EQUIVALENTS, beginning of period ...................      46,008      172,448
                                                                     ---------    ---------

CASH AND CASH EQUIVALENTS, end of period .........................   $  68,204    $ 253,539
                                                                     =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period-
      Interest ...................................................   $     174    $     330
      Income taxes ...............................................         720          400
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.


                                                                               7
<PAGE>

                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (REVISED)
                                  JUNE 30, 2000


1.   BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial  statements.  In the  opinion of  management,  the  unaudited  interim
financial  statements  furnished herein include all adjustments  necessary for a
fair presentation of the Company's financial position at June 30, 2000 and March
31, 2000 and the results of its  operations  and cash flows for the three months
ended  June 30,  2000 and 1999.  All such  adjustments  are of normal  recurring
nature. Interim financial statements are prepared on a basis consistent with the
Company's annual financial statements. Results of operations for the three-month
period  ended June 30,  2000 are not  necessarily  indicative  of the  operating
results that may be expected for the year ending March 31, 2001.

     The  consolidated  balance  sheet as of March 31, 2000  (Revised)  has been
derived from the audited financial  statements at that date but does not include
all of the  information  and notes  required by  generally  accepted  accounting
principles for complete financial statements.

     For further information, refer to the consolidated financial statements and
notes thereto  included in the Company's  Registration  statement on Form 10, as
amended.

2.   STOCK OPTION PLAN

     On May 3, 1999,  the Board of  Directors  approved  the 1999  Comprehensive
Stock  Option  Plan (the  "1999  Plan").  Under the 1999  Plan,  the  Company is
authorized  to grant stock  options,  the exercise of which would allow up to an
aggregate of 2,000,000  shares of the  Company's  common stock to be acquired by
the  holders of said  awards.  The awards can take the form of  Incentive  Stock
Options ("ISOs") or Nonstatutory Stock Options ("NSOs"). ISOs and NSOs are to be
granted  in terms not to exceed ten years.  The  exercise  price of the ISOs and
NSOs will be no less than the market price of the Company's  common stock on the
date of grant. Adoption of the 1999 Plan is pending shareholder approval.

3.   CREDIT LINE AGREEMENT

     In June 2000, the Company  obtained a $1,000,000  line of credit from Fleet
Bank.  Borrowings  under the credit  line bear  interest  at prime.  Interest is
payable  monthly.  Amounts  outstanding  under the line of credit are subject to
repayment on demand and are secured by accounts receivable, inventory, furniture
and fixtures,  machinery  and  equipment  and a pledge of 750,000  shares of the
Company's common stock held in escrow.  The line is also secured by the personal
guarantee of a shareholder of the Company.

     The line of credit is  subject to certain  covenants,  including  financial
covenants  to which the  Company  must adhere on a  quarterly  or annual  basis.
Borrowings  under the line of credit  must be reduced to zero for a period of 30
consecutive days in any twelve-month period.


                                                                               8
<PAGE>

                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (REVISED)--(Continued)

4.   SEGMENT INFORMATION

     Under the provision of SFAS No.131 the Company's activities fall within two
operating segments:  Graphic Arts and Specialty Chemicals.  The following tables
set  forth the  Company's  industry  segment  information  for the three  months
periods ended June 30, 2000 (revised) and 1999 (revised):

     The  Company's  total  revenues and net income (loss) from  operations  and
identifiable  assets  by  segment  for the three  months  ended  June 30,  2000,
(Revised) are as follows:

<TABLE>
<CAPTION>
                                                                                  Graphic     Specialty
                                                                                   Arts       Chemicals   Corporate       Total
                                                                                   ----       ---------   ---------       -----
<S>                                                                              <C>          <C>          <C>          <C>
Revenues .....................................................................   $  802,517   $  33,815    $      --    $   836,332
                                                                                 ==========   =========    =========    ===========

Gross profit .................................................................      281,504       8,498           --    $   290,002

General and administrative ...................................................       98,106      32,711      172,527    $   303,344
Executive services contributed by management .................................           --          --       62,500    $    62,500
Depreciation and amortization ................................................           --       3,868          517    $     4,385
Interest expense (income) ....................................................          934          --           --    $       934
                                                                                 ----------   ---------    ---------    -----------

Net Income (loss) ............................................................   $  182,464   $ (28,081)   $(235,544)   $   (81,161)
                                                                                 ==========   =========    =========    ===========

Accounts receivable ..........................................................   $  264,374   $   9,400    $      --    $   273,774
Inventory ....................................................................      751,294      50,878           --    $   802,172
Fixed Assets .................................................................           --          --        8,776    $     8,776
Goodwill .....................................................................           --      77,571           --    $    77,571
Patent .......................................................................           --     138,284           --    $   138,284
Other Assets .................................................................           --          --       69,840    $    69,840
                                                                                 ----------   ---------    ---------    -----------

      Total assets ...........................................................   $1,015,663   $ 276,133    $  78,616    $ 1,370,417
                                                                                 ==========   =========    =========    ===========
</TABLE>

     The  Company's  total  revenues and net income  (loss) from  operations  by
segment for the three months ended June 30, 1999 (Revised), are as follows:

<TABLE>
<CAPTION>
                                                                                     Arts     Chemicals    Corporate      Total
                                                                                     ----     ---------    ---------      -----
<S>                                                                              <C>          <C>          <C>          <C>
Revenues .....................................................................   $  404,374   $  98,242    $      --    $   502,616
                                                                                 ==========   =========    =========    ===========

Gross profit .................................................................      194,471      27,884           --    $   222,355

General and administrative ...................................................       44,424      43,872      101,425    $   189,721
Executive services contributed by management .................................           --          --       62,500    $    62,500
Depreciation and amortization ................................................           --       4,113          440    $     4,553
Interest expense (income) ....................................................          330          --       (1,673)   $    (1,343)
                                                                                 ----------   ---------    ---------    -----------

Net Income (loss) ............................................................   $  149,717   $ (20,101)   $(162,692)   $   (33,076)
                                                                                 ==========   =========    =========    ===========
</TABLE>


                                                                               9
<PAGE>


                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (REVISED)-- (Continued)


5.   REVISION OF CONSOLIDATED FINANCIAL STATEMENTS

     Subsequent to the issuance of its March 31, 2001 financial statements,  the
Company recorded compensation for the executives' services that were contributed
by  management  in the amount of  $250,000  for each fiscal year (or $62,500 for
each fiscal quarter) commencing in 1996. Previously, no compensation expense was
reflected,  as none was paid.  Generally Accepted Accounting  Principles require
that the fair value of these services be reflected as an expense with the offset
reflected in  additional  paid-in-capital.  Such expense has now been  reflected
retroactively to 1996.

     Accordingly,  the June 30,  2000 and March 31,  2000  Consolidated  Balance
Sheets have been  revised for the above.  The Company also  recorded  additional
non-cash  compensation  expense  for stock given to outside  consultants  during
fiscal 1999 and 2000,  amounting  to $103,750  and  $48,210,  respectively.  The
Company  recorded a  $325,000  gain for the fair  value of the  cancellation  of
400,000 shares of the Company's stock returned to the Company in connection with
the  settlement  of claims  arising  from the  discontinuance  of the  equipment
division in fiscal year 1998 and recorded  $75,000 in expense relating to fiscal
year 1996 for the  issuance  of 50,000  shares in  connection  with the  SciTech
acquisition.  The amounts have been included in the accumulated  deficit balance
on the Consolidated  Balance Sheets.  None of the above impacted working capital
or total stockholders' equity.

     Accordingly,  the Consolidated Statement of Operations for the three months
ended  June 30,  1999  and 2000 has been  revised  to  reflect  the  $62,500  of
executive services contributed by management in each quarter. The above resulted
in losses per share of $.00 and $.01 for the three  months  ended June 30,  1999
and June 30, 2000, respectively.


                                                                              10
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

OVERVIEW

     United  Energy   considers  its  primary  focus  to  be  the   development,
manufacture and sale of environmentally  safe specialty  chemical products.  The
Company  considers its leading product in terms of future earnings  potential to
be its KH-30(R) oil and gas well cleaning product.

     KH-30(R) is an  environmentally-safe,  non-petroleum  based product that is
non-toxic  and will  biodegrade.  Moreover,  the use of KH-30(R) in the well has
additional  beneficial effects "downstream"  resulting in cleaner flow lines and
holding tanks.  KH-30(R) has also been tested to be refinery  compatible in that
it contains no materials that are harmful to the refining process.  This product
has yet to achieve any significant market penetration.

     One of United Energy's  specialty  chemical  products is a  photo-sensitive
coating  that is  applied  to paper  to  produce  what is known in the  printing
industry as proofing  paper or "blue line"  paper.  The Company  developed  this
formulation  over several years of testing.  The Company's patent attorneys have
informed  the Company  that the  formulation  is  technically  within the public
domain as being within the scope of an expired duPont patent. However, the exact
formulation utilized by the Company has not been able to be duplicated by others
and is protected by the Company as a trade secret. The product is marketed under
the trade name UNIPROOF(R).

     The Company  introduced its UNIPROOF(R)  proofing paper in June of 1999. By
March of 2000,  sales of the product had  increased  to more than  $200,000  per
month and amounted to a total of  $1,724,695  during the fiscal year ended March
31, 2000.  UNIPROOF(R)  sales  totaled  $666,095 for the quarter  ended June 30,
2000.

     The Company's  business plan is to use UNIPROOF(R)  proofing paper sales to
provide the cash flow to support world wide  marketing  efforts for its KH-30(R)
oil well cleaner and, to a lesser extent the other specialty  chemical  products
developed by the Company which are described in its Form 10, as amended.

     In order to provide  working  capital to build  UNIPROOF(R)  sales, in June
2000 the Company entered into a $1,000,000  Line of Credit  Agreement with Fleet
Bank, N.A., the material terms of which are described below under "Liquidity and
Capital Resources."

     Subsequent to the issuance of its March 31, 2001 financial statements,  the
Company  revised its financial  statements  to reflect the value of  contributed
executive  services  and for  other  adjustments.  See  Note 5 above of Notes to
Consolidated  Financial  Statements  for a more  complete  description  of  such
revisions.

                    THREE MONTHS ENDED JUNE 30, 2000 AND 1999

     Revenues  Revenues for the first three months of fiscal 2001 were $836,332,
a $333,716,  or 66% increase over revenues of $502,616 in the first three months
of fiscal 2000.  The increase in revenues  was  primarily  due to an increase in
UNIPROOF(R) sales.

     Cost of Goods  Sold Cost of goods  sold  increased  to  $546,330  or 65% of
sales,  for the quarter ended June 30, 2000 from  $280,261 or 56% of sales,  for
the quarter  ended June 30, 1999.  The  numerical  increase was primarily due to
higher production of UNIPROOF(R) proofing paper.

     Gross  Profit  Gross  profit for June 30  quarter  of fiscal  year 2001 was
$290,002, a $67,647 or 30% increase from $222,355 in the corresponding period of
fiscal 2000. This increase was primarily  attributable to increased  UNIPROOF(R)
sales.


                                                                              11
<PAGE>

     Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
increased  to $303,344,  or 36% of revenues for the quarter  ended June 30, 2000
from  $189,721,  or 38% of revenues  for the quarter  ended June 30,  1999.  The
numerical  increase  included a $54,840  addition to the  allowance for doubtful
accounts receivable.

     Executive  Services  Contributed  by Management.  Senior  Executives of the
Company  contributed $62,500 of services in the quarters ended June 30, 2000 and
1999 which was recorded as an expense.

     Interest Expense,  Net of Interest Income. The Company had interest expense
of $934 for the June 30 quarter of 2000  compared  with net  interest  income of
$1,343 in the corresponding 1999 period.

     Net Loss.  The  quarter  ended  June 30,  2000,  resulted  in a net loss of
$81,161,  as compared  to a net loss of $33,076  for the quarter  ended June 30,
1999.  The greater loss in the 2000 period is primarily the result of the higher
allowance for doubtful accounts and increased professional fees.

     Liquidity and Capital Resources

     Historically,  the Company  has  financed  its  operations  through  equity
contributions  from  principals  and from third  parties  supplemented  by funds
generated  from its  business.  As of March 31,  2000,  we had  $46,008 in cash,
accounts receivable of $445,949 and inventories of $592,285. As of June 30, 2000
we had  $68,204 in cash,  accounts  receivable  of  $273,774  and  inventory  of
$802,172.

     Cash Provided by Financing  Activities.  Net cash  generated from financing
activities  decreased  to  $158,262  for the  period  ended  June 30,  2000 from
$258,362 for the period  ended June 30,  1999,  a net decrease of $100,100.  The
higher amount in 1999 had been needed to cover increased accounts receivable and
increased inventory in that period over the immediately preceding period.

     Inventories at March 31, 2000 were  $592,285,  and increased to $802,172 at
June 30,  2000,  an increase of  $209,887.  Most of the  increase was due to raw
materials  acquired  during  the  quarter to support  higher  future  production
levels.

     Capital expenditures were negligible during the three months ended June 30,
2000 and during the corresponding  period of 1999. United Energy has no material
commitments  for future  capital  expenditures.  However,  our need for  working
capital will continue to grow if we continue to achieve higher levels of sales.

     As a result,  in June 2000,  the Company  closed on an agreement for a $1.0
million  revolving  credit facility with Fleet Bank, N.A. The credit line, which
is  collateralized  by substantially  all of the assets of the Company,  accrues
interest at a rate equal to the prime rate.  As of June 30,  2000,  $160,000 was
outstanding  under the  credit  line.  The credit  line is further  secured by a
pledge of 750,000  shares of the Company's  common stock held in treasury and by
the guarantee of a shareholder of the Company.  See also, Part II, Item 5. Other
Information for more complete information.

     United Energy  believes that its existing cash and credit  facility will be
sufficient to enable it to meet its foreseeable future capital needs.


                                                                              12
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     United Energy does not expect its operating results,  cash flows, or credit
available to be affected to any significant  degree by a sudden change in market
interest  rates.  Furthermore,  the Company does not engage in any  transactions
involving financial  instruments or in hedging  transactions with respect to its
operations.

                                     PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings

     In the opinion of management,  there are no material  legal  proceedings in
process against the Company and none are threatened.


Item 2. Changes in Securities and Use of Proceeds

     On June 5, 2000, the Board of Directors  authorized the issuance of 750,000
shares of the  Company's  common  stock in the name of the Company to be held as
treasury  stock.  Such shares  remain in the name of the Company,  but they have
been pledged as further  collateral for the credit line obtained from Fleet Bank
in June 2000.

Item 3. Defaults upon Senior Securities

     Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

     No matters  were  submitted  to a vote of the  Company's  security  holders
during the quarter ended June 30, 2000.

Item 5. Other Information-- Credit Line with Fleet Bank, N.A.

     In June 2000, the Company  obtained a $1,000,000  line of credit from Fleet
Bank,  N.A.  Borrowings  under the credit line bear  interest at the prime rate,
payable monthly.  Amounts owed under the credit line are subject to repayment on
demand at any time and for any reason. Borrowings under the line must be reduced
to zero for a period of 30 consecutive days in any twelve month period.

     Amounts borrowed under the credit line are secured by the following:

     (i)  A   continuing   security   interest  in  all  accounts  and  accounts
          receivable,   contracts,   contract   rights,   general   intangibles,
          instruments,  documents,  chattel paper, all obligations,  in whatever
          form,  owing to the  Company  and all  rights  in the  merchandise  or
          services which gave rise to any of the foregoing, whether now existing
          or hereafter  arising,  now or  hereafter  received by or belonging or
          owing to the Company  and in the  proceeds  thereof,  and in all goods
          including (a) all inventory, including raw materials, work in process,
          and  other  tangible  personal  property  held  for  sale or  lease or
          furnished  or to be  furnished  under  contracts of service or used or
          consumed in the  Company's  business,  wherever  located,  whether now
          existing  or  hereafter  arising,  now  or  hereafter  received  by or
          belonging  to the Company,  and in the proceeds and products  thereof,
          and (b) all  machinery,  equipment,  furnishings,  fixtures  and other
          tangible  personal  property  (with all  accessions  thereto)  used or
          brought for use primarily in business,  wherever located,  whether now
          existing  or  hereafter  arising,  now  or  hereafter  received  by or
          belonging  to the Company,  and in the proceeds and products  thereof,
          including without limitation tax refunds and insurance proceeds on any
          of the foregoing.


                                                                              13
<PAGE>

     (ii) a pledge of  750,000  shares of the  Company's  common  stock  held in
          treasury and

     (iii) the guarantee of a shareholder of the Company.

     The credit line also carries  certain  income and balance  sheet tests that
the Company must meet  quarterly and  annually.  The several  documents  setting
forth the Company's  rights and obligations  with respect to the credit line are
filed as exhibits to this  registration  statement  and readers are  referred to
them for more complete information.

     To date,  the  Company  has  borrowed  $160,000  under the credit  line for
working capital to fill orders for its UNIPROOF(R)  proofing paper.  The Company
does not expect to borrow more than an additional  $40,000 under the credit line
during the next six months.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits.  Documents  comprising  Line of Credit  Agreement  with Fleet
Bank,  N.A. are included as an Exhibit to the Company's  report on Form 10-Q for
the period ended June 30, 2000 filed on December  20, 2000 and are  incorporated
herein by reference.

     (b) Reports on Form 8-K. None.


                                                                              14
<PAGE>

                               UNITED ENERGY CORP.
                                   FORM 10-Q/A
                                  JUNE 30, 2000

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.

     UNITED ENERGY CORPORATION

     Dated: January 31, 2002

     By: /s/ ROBERT SEAMAN
         -----------------
         Robert L. Seaman,
         Executive Vice President
          and Principal Financial Officer


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