<PAGE>

================================================================================

                                  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 September 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 Identification No.)
     incorporation or organization)

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

================================================================================

<PAGE>

                                      INDEX
<TABLE>
<S>        <C>                                                                                    <C>
PART I.    FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements
           (Unaudited)........................................................................       3

           Consolidated balance sheets
           September 30, 2000 (Unaudited)(Revised) and March 31, 2000 (Revised)...............       4

           Consolidated statements of operations for the three months and six months ended
           September 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised);...........       5

           Consolidated statements of cash flows for the six months ended
           September 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised)............       6

           Notes to consolidated financial statements September 30, 2000 (Revised)............    7-10

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations..........................................................      10

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................................      15

Item 5.    Other Information-- Distribution Agreement with the
           Alameda Company....................................................................      13

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

Signatures....................................................................................      15
</TABLE>

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES
                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
CONSOLIDATED FINANCIAL STATEMENTS:

   Consolidated Balance Sheets as of September 30, 2000 (Unaudited) (Revised)
      and March 31, 2000 (Revised)  ..........................................................       4

   Consolidated Statements of Operations for the Three and Six Months Ended
      September 30, 2000 (Unaudited) (Revised) and 1999 (Unaudited) (Revised).................       5

   Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2000
      (Unaudited) (Revised) and 1999 (Unaudited) (Revised)....................................       6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Revised)..........................................    7-10
</TABLE>


                                                                               3

<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                            September 30,    March 31,
                                                                                2000            2000
                                                                            -------------   -----------
                                                                             (Unaudited)
                                                                              (Revised)      (Revised)
<S>                                                                          <C>            <C>
                                     ASSETS
CURRENT ASSETS:
   Cash and cash equivalents ............................................    $    50,798    $    46,008
   Accounts receivable, net of allowance for doubtful accounts of $84,753
      and $18,260, respectively .........................................        367,097        445,949
   Inventory ............................................................        732,601        592,285
   Prepaid expenses .....................................................            200             --
                                                                             -----------    -----------
         Total current assets ...........................................      1,150,696      1,084,242

PROPERTY AND EQUIPMENT, net of accumulated depreciation and
   amortization of $19,092 and $17,320, respectively ....................          7,889          9,661

OTHER ASSETS:
   Goodwill, net of accumulated amortization of $9,947
      and $7,957, respectively ..........................................         76,576         78,566
   Patent, net of accumulated amortization of $14,487
      and $9,479, respectively ..........................................        135,781        140,789
   Other assets .........................................................          1,384          1,585
                                                                             -----------    -----------

         Total assets ...................................................    $ 1,372,326    $ 1,314,843
                                                                             ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
   Accounts payable and accrued expenses ................................    $   259,361    $   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 ....................        162,222          5,697
                                                                             -----------    -----------
      Total current liabilities .........................................        796,301        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 September 30 and March 31, 2000, respectively ...        158,302        158,302
   Additional paid-in capital ...........................................      3,917,052      3,792,052
   Stock subscription receivable ........................................        (25,000)       (25,000)
   Accumulated deficit ..................................................     (3,474,329)    (3,376,102)
                                                                             -----------    -----------
         Total stockholders' equity .....................................        576,025        549,252
                                                                             -----------    -----------

         Total liabilities and stockholders' equity .....................    $ 1,372,326    $ 1,314,843
                                                                             ===========    ===========
</TABLE>

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


                                                                               4

<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                     For the Three Months           For the Six Months
                                                      Ended September 30,           Ended September 30,
                                                  --------------------------    --------------------------
                                                      2000           1999           2000           1999
                                                  -----------    -----------    -----------    -----------
                                                         (Unaudited)                   (Unaudited)
                                                          (Revised)                     (Revised)
<S>                                               <C>            <C>            <C>            <C>
REVENUES, net .................................   $   736,763    $   394,633    $ 1,573,095    $   897,249

COST OF GOODS SOLD ............................       524,896        203,676      1,071,226        483,937
                                                  -----------    -----------    -----------    -----------

         Gross profit .........................       211,867        190,957        501,869        413,312
                                                  -----------    -----------    -----------    -----------

OPERATING EXPENSES:
   General and administrative .................       158,053        200,013        461,397        389,734
   Executive Services Contributed by Management        62,500         62,500        125,000        125,000
   Depreciation and amortization ..............         4,385          3,915          8,770          8,468
                                                  -----------    -----------    -----------    -----------

         Total operating expenses .............       224,938        266,428        595,167        523,202
                                                  -----------    -----------    -----------    -----------
         Income (Loss) from operations ........       (13,071)       (75,471)       (93,298)      (109,890)
                                                  -----------    -----------    -----------    -----------

OTHER (EXPENSE) INCOME, net:
   Interest income ............................            --          3,078             --          4,751
   Interest expense ...........................        (3,995)        (4,080)        (4,929)        (4,410)
                                                  -----------    -----------    -----------    -----------

         Total other income (expense), net ....        (3,995)        (1,002)        (4,929)           341
                                                  -----------    -----------    -----------    -----------

         Net Income (loss) ....................   $   (17,066)   $   (76,473)   $   (98,227)   $  (109,549)
                                                  ===========    ===========    ===========    ===========

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

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING,
   basic and diluted ..........................    15,830,270     15,776,270     15,830,270     15,765,020
                                                  ===========    ===========    ===========    ===========
</TABLE>

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


                                                                               5

<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED
                SEPTEMBER 30, 2000 AND 1999 (Unaudited) (Revised)

<TABLE>
<CAPTION>
                                                                       For the Six Months
                                                                       Ended September 30,
                                                                     ----------------------
                                                                        2000        1999
                                                                     ---------    ---------
                                                                           (Unaudited)
                                                                            (Revised)
<S>                                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ......................................................   $ (98,227)   $(109,549)
   Adjustments to reconcile net income to net cash used in
      operating activities-
      Depreciation and amortization ..............................       8,770        8,468
      Executive services contributed by management ...............     125,000      125,000
   Changes in operating assets and liabilities-
      Decrease (increase) in accounts receivable .................      78,852      (93,591)
      Increase in inventory ......................................    (140,316)    (359,923)
      Increase in prepaid expenses ...............................        (200)          --
      Decrease (increase) in other assets ........................         201       (5,330)
      Increase (decrease) in accounts payable and accrued expenses    (125,815)      97,570
                                                                     ---------    ---------

        Net cash used in operating activities ....................    (151,735)    (337,355)
                                                                     ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Payments for patent ...........................................          --      (10,729)
                                                                     ---------    ---------

        Net cash used in investing activities ....................          --      (10,729)
                                                                     ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds (payments) on line of credit, net ....................      (3,475)     141,754
   Proceeds from bank loan .......................................     160,000           --
   Proceeds from loans payable to related party ..................          --      361,862
                                                                     ---------    ---------

        Net cash provided by financing activities ................     156,525      503,616
                                                                     ---------    ---------

        Net increase in cash and cash equivalents ................       4,790      155,532

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

CASH AND CASH EQUIVALENTS, end of period .........................   $  50,798    $ 327,980
                                                                     =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period-
      Interest ...................................................   $   3,682    $   3,017
                                                                     =========    =========

      Income taxes ...............................................   $     720    $     400
                                                                     =========    =========
</TABLE>

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


                                                                               6

<PAGE>

                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (REVISED)
                               SEPTEMBER 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 September 30, 2000 and
March 31, 2000 and the results of its  operations  for the three  months and the
six months ended  September  30, 2000 and 1999 and cash flows for the six months
ended September 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
and for the  six-month  periods  ended  September  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 accounting  principles  generally
accepted in the United States 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.

     The Company has no options outstanding.

3.   EXCLUSIVE DISTRIBUTION AGREEMENT

     On  September  22, 2000 the Company and  Alameda  Company  entered  into an
exclusive  Distribution  agreement  (the  "Agreement"),   whereby  Alameda  will
purchase  from the  Company  various  products  from the graphic  arts  division
(meeting  certain  minimum  purchase  requirements)  at guaranteed  fixed prices
through December 31,2002 and distribute  these products  exclusively  throughout
the USA, Canada,  Puerto Rico,  Mexico,  Central America,  South America and the
Caribbean.

     No products  were shipped and no revenue was  recognized  under the Alameda
Agreement prior to October 2000.


                                                                               7

<PAGE>

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

4.   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.

5.   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 and six
months periods ended September 30, 2000 (Revised) and 1999 (Revised):

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

<TABLE>
<CAPTION>
                                                Graphic    Specialty
                                                 Arts      Chemicals   Corporate       Total
                                               ----------  ---------   ---------    ----------
<S>                                            <C>          <C>        <C>          <C>
Revenues ...................................   $  644,058   $ 92,705   $      --    $  736,763
                                               ==========   ========   =========    ==========

Gross profit ...............................   $  171,791   $ 40,076   $      --    $  211,867
General and administrative .................       31,172     28,852      98,029       158,053
Executive services contributed by management           --         --      62,500        62,500
Depreciation and amortization ..............           --      4,020         365         4,385
Interest expense ...........................        3,995         --          --         3,995
                                               ----------   --------   ---------    ----------

         Net income  (loss) ................   $  136,624   $  7,204   $(160,894)   $  (17,066)
                                               ==========   ========   =========    ==========
Accounts receivable ........................   $  337,281   $ 29,816   $      --    $  367,097
Inventory ..................................      702,580     30,021          --       732,601
Fixed assets ...............................           --         --       7,889         7,889
Goodwill ...................................           --     76,576          --        76,576
Patent .....................................           --    135,781          --       135,781
Other assets ...............................           --         --      52,382        52,382
                                               ----------   --------   ---------    ----------
         Total assets ......................   $1,039,861   $272,194   $  60,271    $1,372,326
                                               ==========   ========   =========    ==========
</TABLE>


                                                                               8

<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (REVISED) - (Continued)

     The Company's  total  revenues and net income (loss) by segment for the six
months ended September 30, 2000 (Revised), are as follows:

<TABLE>
<CAPTION>
                                                Graphic    Specialty
                                                 Arts      Chemicals   Corporate      Total
                                               ----------   --------   ---------    ----------
<S>                                            <C>          <C>        <C>         <C>
Revenues ...................................   $1,446,575   $126,520   $      --   $1,573,095
                                               ==========   ========   =========   ==========

Gross profit ...............................   $  453,295   $ 48,574   $      --   $  501,869

General and administrative .................      129,278     61,563     270,556      461,397
Executive services contributed by management           --         --     125,000      125,000
Depreciation and amortization ..............           --      7,888         882        8,770
Interest expense ...........................        4,929         --          --        4,929
                                               ----------   --------   ---------   ----------
         Net income (loss) .................   $  319,088   $(20,877)  $(396,438)  $  (98,227)
                                               ==========   ========   =========   ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                 Graphic   Specialty
                                                  Arts     Chemicals   Corporate      Total
                                                 --------   --------   ---------     --------
<S>                                              <C>        <C>        <C>           <C>
Revenues ...................................     $311,601   $ 83,032   $      --     $394,633
                                                 ========   ========   =========     ========

Gross profit ...............................     $163,137     27,820   $      --     $190,957

General and administrative .................       48,580     47,840     103,593      200,013
Executive services contributed by management           --         --      62,500       62,500
Depreciation and amortization ..............           --      3,475         440        3,915
Interest expense (income) ..................        4,080         --      (3,078)       1,002
                                                 --------   --------   ---------     --------
         Net income(loss) ..................     $110,477   $(23,495)  $(163,455)    $(76,473)
                                                 ========   ========   =========     ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                 Graphic   Specialty
                                                   Arts    Chemicals   Corporate      Total
                                                 --------   --------   ---------    ---------
<S>                                              <C>        <C>        <C>          <C>
Revenues ...................................     $715,975   $181,274   $      --    $ 897,249
                                                 ========   ========   =========    =========

Gross profit ...............................     $357,608   $ 55,704   $      --    $ 413,312

General and administrative .................       93,004     91,712     205,018      389,734
Executive services contributed by management           --         --     125,000      125,000
Depreciation and amortization ..............           --      7,588         880        8,468
Interest expense (income) ..................        4,410         --      (4,751)        (341)
                                                 --------   --------   ---------    ---------
         Net income (loss) .................     $260,194   $(43,596)  $(326,147)   $(109,549)
                                                 ========   ========   =========    =========
</TABLE>


                                                                               9

<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (REVISED) - (Continued)

6.   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 September 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 and six
months ended September 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 $.00  for the  three  months  ended
September 30, 1999 and 2000 and in losses per share of $.01 and $.01 for the six
months ended September 30, 1999 and 2000.

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.


                                                                              10

<PAGE>

     UNIPROOF(R) sales totaled $576,927 for the quarter ended September 30, 2000
and $1,243,022 for the six months ended September 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."

     On  September  22,  2000 the Company  entered  into an  agreement  with the
Alameda Company of Anaheim  California which grants them exclusive  distribution
rights in the  Western  Hemisphere  (North,  South and  Central  America and the
Caribbean) for UNIPROOF(R)  proofing  paper. As part of the arrangement  Alameda
agreed to buy all existing  UNIPROOF(R)  inventory for $798,100.  The Company is
turning over to Alameda all existing customers within the above territory.

     The contract  with Alameda  covers the years 2001 and 2002 and is renewable
annually  thereafter provided they meet certain minimum product purchase levels.
To  maintain  exclusivity  for 2001  and  2002  they  must  purchase  a total of
13,394,641 sq. ft  ($3,348,660)  in 2001 and 16,073,568 sq. ft.  ($4,018,392) in
2002.  Future  minimums and prices are to be agreed upon. For more  information,
please see our  agreement  with  Alameda  which is included as an exhibit to our
report on Form 10-Q for the quarterly  period ended  September  30,2000 filed on
December 20, 2000.

     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 6 above of Notes to
consolidated  financial  statements  for a more  complete  description  of  such
revisions.

                              RESULTS OF OPERATIONS
                 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

     Revenues.  Revenues for the second quarter of fiscal 2001 were $736,763,  a
$342,130 or 87%  increase  over  revenues  of $394,633 in the second  quarter 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  $524,896  or 71% of
revenues,  for the quarter  ended  September  30,  2000 from  $203,676 or 52% of
sales,  for the quarter  ended  September 30, 1999.  The numerical  increase was
primarily due to increased production of UNIPROOF(R) proofing paper.

     Gross Profit. Gross profit for the September 30 quarter of fiscal year 2001
was  $211,867,  a $20,910 or 11%  increase  from  $190,957 in the  corresponding
period of fiscal 2000. This 11% increase was primarily attributable to increased
sales of UNIPROOF(R) proofing paper.

     Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
decreased to $158,053,  or 21% of revenues for the quarter  ended  September 30,
2000 from $200,013, or 51% of revenues for the quarter ended September 30, 1999.
The  percentage   decrease  in  the  2000  period  was  largely  the  result  of
significantly higher revenues in that period.

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


                                                                              11

<PAGE>

     Interest Expense,  Net of Interest Income. The Company had interest expense
of $3,995 for the quarter  ended  September  30, 2000 compared with net interest
expense of $1002 in the corresponding  1999 period.  The increase was the result
of borrowings  under the credit line obtained in June 2000 which were not offset
by funds on deposit.

     Net Loss.  For the quarter ended  September 30, 2000,  our net loss totaled
$17,066  compared to a net loss of $76,473 for the quarter  ended  September 30,
1999.

                  SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

     Revenues. Revenues for the first six months of fiscal 2001 were $1,573,095,
a $675,846 or 75% increase  over revenues of $879,249 in the first six 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  $1,071,226 or 68% of
sales,  for the six months  ended  September  30,  2000 from  $483,937 or 54% of
sales,  for the six months ended September 30, 1999. The numerical  increase was
primarily due to increased production of UNIPROOF(R) proofing paper.

     Gross Profit. Gross profit for the first six months of fiscal year 2001 was
$501,869 an $88,557 or 21% increase from $413,312 in the corresponding period of
fiscal 2000. This increase was primarily  attributable to increased  UNIPROOF(R)
sales, offset by the increase in cost of goods sold.

     Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
increased to $461,397, or 29% of revenues for the six months ended September 30,
2000 from  $389,734,  or 43% of revenues for the six months ended  September 30,
1999.  The six  month  2000  figure  also  included  a $66,493  addition  to the
allowance for doubtful accounts receivable.

     Executive  Services  Contributed  by Management.  Senior  Executives of the
Company  contributed  $125,000 of services in the six months ended September 30,
2000 and 1999 which was recorded as an expense.

     Interest Expense,  Net of Interest Income. The Company had interest expense
of $4,929 for the first six months ended  September  30, 2000  compared with net
interest income of $341 in the corresponding  1999 period. The change was due to
borrowings under the Company's credit line.

     Net Loss. For the six months ended September 30, 2000, our net loss totaled
$98,227,  as  compared  to a net  loss of  $109,549  for the  six  months  ended
September  30, 1999.  The lower net loss is  primarily  the result of the higher
volume of UNIPROOF(R) sales in the 2000 period.

     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 $445,945 and inventories of $592,285. As of September 30,
2000 we had $50,798 in cash,  accounts  receivable  of $367,097 and inventory of
$732,601.  The high inventory and low  receivable  figures at September 30, 2000
reflect the execution of the contract with the Alameda  Company on September 22,
2000 and the fact that no revenue from that contract  will be  recognized  until
the third quarter.

     Cash Provided by Financing  Activities.  Net cash  generated from financing
activities  decreased to $156,525 for the six month period ended  September  30,
2000 from  $503,616 for the period ended  September  30, 1999, a net decrease of
$347,091.  The  higher  amount  in 1999 had been  needed to cover  increases  in
inventory in that period over the immediately preceding period.

     Inventories at March 31, 2000 were  $592,285,  and increased to $732,601 at
September 30, 2000, an increase of $140,316. The increase reflects the execution
of the  contract  with  the  Alameda  Company  on  September  22,  2000  and the
non-recognition of revenue from that contract until the third fiscal quarter.


                                                                              12

<PAGE>

     Accounts  receivable  decreased from $445,949 on March 31, 2000 to $367,097
on  September   30,  2000.   The  decrease  was  primarily  the  result  of  the
non-recognition of revenue on the contract with the Alameda Company.

     Capital  expenditures were negligible during the six months ended September
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 September  30, 2000,  $160,000
was outstanding under the credit line, the same amount as at June 30, 2000.

     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.

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

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 September 30, 2000.

Item 5. Other Information- Distribution Agreement with the Alameda Company

     On  September  22,  2000 the Company  entered  into an  agreement  with the
Alameda Company of Anaheim  California which grants them exclusive  distribution
rights in the  Western  Hemisphere  (North,  South and  Central  America and the
Caribbean) for UNIPROOF(R)  proofing  paper. As part of the arrangement  Alameda
agreed to buy all


                                                                              13

<PAGE>

existing  UNIPROOF(R)  inventory  for  $798,100.  The Company is turning over to
Alameda all existing customers within the above territory.

     The contract  with Alameda  covers the years 2001 and 2002 and is renewable
annually  thereafter provided they meet certain minimum product purchase levels.
To  maintain  exclusivity  for 2001  and  2002  they  must  purchase  a total of
13,394,641 sq. ft  ($3,348,660)  in 2001 and 16,073,568 sq. ft.  ($4,018,392) in
2002.  Future  minimums and prices are to be agreed upon. For more  information,
please see our  agreement  with  Alameda  which is included as an exhibit to our
report on Form 10-Q for the quarterly  period ended  September 30, 2000 filed on
December 20, 2000.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits.  Distribution  Agreement with the Alameda Company is included
as an  Exhibit  to our  report  on Form  10-Q  for the  quarterly  period  ended
September  30, 2000 filed on December  20,  2000 and is  incorporated  herein by
reference.

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


                                                                              14

<PAGE>

                               UNITED ENERGY CORP.
                                   FORM 10-Q/A
                               SEPTEMBER 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


                                                                              15