================================================================================
                                  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 December 31, 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 December 31, 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)...........................................................3

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

         Consolidated statements of operations for the three months and nine
         months  ended  December  31, 2000  (Unaudited)  (Revised)  and 1999
         (Unaudited) (Revised).................................................5

         Consolidated  statements  of cash  flows  for the nine  months
         ended  December  31,  2000  (Unaudited)   (Revised)  and  1999
         (Unaudited) (Revised).................................................6

         Notes to consolidated financial statements
         December 31, 2000 (Revised)...........................................7

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........14

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................................14

Item 2.  Changes in Securities and Use of Proceeds............................14

Item 3.  Defaults upon Senior Securities......................................14

Item 4.  Submission of Matters to a Vote of Security Holders..................14

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

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


                                                                               2


<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 December 31, 2000 (Unaudited)
       (Revised) and March 31, 2000 (Revised)..................................4

    Consolidated Statements of Operations for the Three and Nine Months
       Ended December 31, 2000 (Unaudited) (Revised) and 1999
       (Unaudited) (Revised)...................................................5

    Consolidated Statements of Cash Flows for the Nine Months Ended
       December 31, 2000 (Unaudited) (Revised) and 1999
       (Unaudited) (Revised)...................................................6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (REVISED)...........................7



                                                                               3
<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

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


<TABLE>
<CAPTION>
                                                                            December 31,    March 31,
                                                                                2000          2000
                                                                                ----          ----
                                                                           (Unaudited)
                                                                            (Revised)       (Revised)

                                     ASSETS
<S>                                                                         <C>            <C>
CURRENT ASSETS:
   Cash and cash equivalents ............................................   $   275,218    $    46,008
   Accounts receivable, net of allowance for doubtful accounts of $71,656
      and $18,260, respectively .........................................       857,600        445,949
   Inventory ............................................................       129,156        592,285
   Prepaid expenses .....................................................           401             --
                                                                            -----------    -----------
        Total current assets ............................................     1,262,375      1,084,242

PROPERTY AND EQUIPMENT, net of accumulated depreciation and
   amortization of $20,128 and $17,320, respectively ....................         7,004          9,661

OTHER ASSETS:
   Goodwill, net of accumulated amortization of $10,942 and $7,957,
      respectively ......................................................        75,581         78,566
   Patent, net of accumulated amortization of $16,991 and $9,479,
      respectively ......................................................       133,276        140,789
   Other assets .........................................................         1,385          1,585
                                                                            -----------    -----------
        Total assets ....................................................   $ 1,479,621    $ 1,314,843
                                                                            ===========    ===========
<CAPTION>
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<S>                                                                         <C>            <C>
CURRENT LIABILITIES:
   Accounts payable and accrued expenses ................................   $   250,842    $   385,176
   Accounts payable to shareholders .....................................       350,000        350,000
   Related party loans payable ..........................................        26,148         24,718
   Short-term bank loan and revolving line of credit ....................       160,000          5,697
                                                                            -----------    -----------
        Total current liabilities .......................................       786,990        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 December 31 and
      March 31, 2000, respectively ......................................       158,302        158,302
   Additional paid-in capital ...........................................     3,979,552      3,792,052
   Stock subscription receivable ........................................       (25,000)       (25,000)
   Accumulated deficit ..................................................    (3,420,223)    (3,376,102)
                                                                            -----------    -----------
        Total stockholders' equity ......................................       692,631        549,252
                                                                            -----------    -----------
        Total liabilities and stockholders' equity ......................   $ 1,479,621    $ 1,314,843
                                                                            ===========    ===========
</TABLE>

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

                                                                               4
<PAGE>


                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND NINE MONTHS ENDED
     DECEMBER 31, 2000 (Unaudited) (Revised) AND 1999 (Unaudited) (Revised)

<TABLE>
<CAPTION>
                                                                            For the Three Months           For the Nine Months
                                                                             Ended December 31,             Ended December 31,
                                                                             ------------------             ------------------
                                                                            2000            1999           2000            1999
                                                                            ----            ----           ----            ----
                                                                                (Unaudited)                     (Unaudited)
                                                                                 (Revised)                       (Revised)

<S>                                                                    <C>             <C>             <C>             <C>
REVENUES, net ........................................................ $  1,281,608    $    868,747    $  2,854,703    $  1,765,996

COST OF GOODS SOLD ...................................................      894,717         496,857       1,965,943         980,793
                                                                       ------------    ------------    ------------    ------------

        Gross profit .................................................      386,891         371,890         888,760         785,203
                                                                       ------------    ------------    ------------    ------------

OPERATING EXPENSES:
   General and administrative ........................................      261,955         255,280         723,352         645,014
   Executive service contributed by management .......................       62,500          62,500         187,500         187,500
   Depreciation and amortization .....................................        4,385           4,555          13,155          13,023
                                                                       ------------    ------------    ------------    ------------
        Total operating expenses .....................................      328,840         322,335         924,007         845,537
                                                                       ------------    ------------    ------------    ------------
        Income loss from operations ..................................       58,051          49,555         (35,247)        (60,334)
                                                                       ------------    ------------    ------------    ------------

OTHER (EXPENSE) INCOME, net:
   Interest income ...................................................           --           3,133              --           7,884
   Interest expense ..................................................       (3,945)         (4,126)         (8,875)         (8,536)
                                                                       ------------    ------------    ------------    ------------
        Total other expense, net .....................................       (3,945)           (993)         (8,875)           (652)
                                                                       ------------    ------------    ------------    ------------
        Net income (loss) ............................................ $     54,106    $     48,562    $    (44,122)   $    (60,986)
                                                                       ============    ============    ============    ============

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

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING, basic
   and diluted .......................................................   15,830,270      15,811,053      15,830,270      15,776,656
                                                                       ============    ============    ============    ============
</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 NINE MONTHS ENDED
     DECEMBER 31, 2000 (Unaudited) (Revised) AND 1999 (Unaudited) (Revised)


<TABLE>
<CAPTION>
                                                                                                              For the Nine Months
                                                                                                                Ended December 31,
                                                                                                                2000         1999
                                                                                                                ----         ----
                                                                                                                   (Unaudited)
                                                                                                                    (Revised)
<S>                                                                                                          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ..............................................................................................   $ (44,122)   $ (60,986)
   Adjustments to reconcile net income to net cash used in operating activities-
      Depreciation and amortization ......................................................................      13,155       13,023
      Executive services contributed by management .......................................................     187,500      187,500
   Changes in operating assets and liabilities-
      Increase in accounts receivable, net ...............................................................    (411,652)    (260,445)
      Increase in inventory ..............................................................................     463,128     (406,889)
      Increase in prepaid expenses .......................................................................        (201)          --
      Decrease in other assets ...........................................................................          --        3,161
      Increase (decrease) in accounts payable and accrued expenses .......................................    (134,331)     168,599
                                                                                                             ---------    ---------

        Net cash used in operating activities ............................................................      73,477     (356,037)
                                                                                                             ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Payments for patent ...................................................................................          --      (14,359)
                                                                                                             ---------    ---------

        Net cash used in investing activities ............................................................          --      (14,359)
                                                                                                             ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds on line of credit ............................................................................     160,000      165,000
   Payments on bank loan .................................................................................      (5,697)      (5,455)
   Proceeds from loans payable to related party ..........................................................       1,430      362,478
                                                                                                             ---------    ---------

        Net cash provided by financing activities ........................................................     155,733      522,023
                                                                                                             ---------    ---------

        Net increase in cash and cash equivalents ........................................................     229,210      151,647

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

CASH AND CASH EQUIVALENTS, end of period .................................................................   $ 275,218    $ 324,095
                                                                                                             =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period-
      Interest ...........................................................................................   $   7,585    $   7,281
                                                                                                             =========    =========

      Income taxes .......................................................................................   $   5,066    $     460
                                                                                                             =========    =========
</TABLE>


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


                                                                               6
<PAGE>

                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (REVISED)
                                DECEMBER 31, 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 December 31, 2000 and
March 31, 2000 and the results of its  operations  for the three  months and the
nine months ended  December 31, 2000 and 1999 and cash flows for the nine months
ended December 31, 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  nine-month  periods  ended  December  31, 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
nine months ended December 31, 2000 (Revised) and 1999 (Revised):

     The Company's total revenues,  net income (loss) and identifiable assets by
segment for the three months ended December 31, 2000 (Revised), are as follows:


<TABLE>
<CAPTION>
                                                             Graphic       Specialty
                                                               Arts        Chemicals       Corporate         Total
                                                               ----        ---------       ---------         -----
<S>                                                        <C>             <C>             <C>             <C>
Revenues ..............................................    $1,224,826      $  56,782       $      --       $1,281,608
                                                           ==========      =========       =========       ==========

Gross profit ..........................................    $  362,723      $  24,168       $      --       $  386,891

General and administrative ............................        49,619         97,368         114,968          261,955
Executive services contributed by management ..........            --             --          62,500           62,500
Depreciation and amortization .........................            --          4,020             365            4,385
Interest expense ......................................         3,945             --              --            3,945
                                                           ----------      ---------       ---------       ----------

        Net income  (loss) ............................    $  309,159      $ (77,220)      $(177,833)      $   54,106
                                                           ==========      =========       =========       ==========

Cash ..................................................    $       --             --       $ 275,218       $  275,218
Accounts receivable, net ..............................       826,130         31,471              --          857,600
Inventory .............................................        94,335         34,821              --          129,156
Prepaid Expenses ......................................            --             --             401              401
Fixed assets, net .....................................            --             --           7,004            7,004
Goodwill, net .........................................            --         75,581              --           75,581
Patent, net ...........................................            --        133,276              --          133,276
Other assets ..........................................            --             --           1,385            1,385
                                                           ----------      ---------       ---------       ----------

        Total assets ..................................    $  920,465      $ 275,149       $ 284,008       $1,479,621
                                                           ==========      =========       =========       ==========
</TABLE>


                                                                               8


<PAGE>

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

     The  Company's  total revenue and net income (loss) by segment for the nine
months ended December 31, 2000 (Revised), are as follows:

<TABLE>
<CAPTION>
                                                   Graphic    Specialty
                                                     Arts     Chemicals    Corporate      Total
                                                     ----     ---------    ---------      -----
<S>                                              <C>          <C>          <C>          <C>
Revenues ....................................... $2,671,401   $ 183,302    $      --    $ 2,854,703
                                                 ==========   =========    =========    ===========

Gross profit ................................... $  816,018   $  72,742    $      --    $   888,760

General and administrative .....................    178,897     158,931      385,524        723,352
Executive services contributed by management ...         --          --      187,500        187,500
Depreciation and amortization ..................         --      11,908        1,247         13,155
Interest expense ...............................      8,875          --           --          8,875
                                                 ----------   ---------    ---------    -----------

        Net income (loss) ...................... $  628,246   $ (98,097)   $(574,271)   $   (44,122)
                                                 ==========   =========    =========    ===========
</TABLE>

     The Company's total revenues and net income (loss) by segment for the three
months ended December 31, 1999 (Revised), are as follows:

<TABLE>
<CAPTION>
                                                   Graphic    Specialty
                                                     Arts     Chemicals    Corporate      Total
                                                     ----     ---------    ---------      -----
<S>                                              <C>          <C>          <C>          <C>
Revenues ........................................$  657,506   $ 211,241    $      --    $   868,747
                                                 ==========   =========    =========    ===========

Gross profit ....................................$  282,205      89,685    $      --    $   371,890

General and administrative ......................    78,000      64,603      112,677        255,280
Executive services contributed by management ....        --          --       62,500         62,500
Depreciation and amortization ...................        --       4,115          440          4,555
Interest expense (income) .......................     4,126          --       (3,133)           993
                                                 ----------   ---------    ---------    -----------

        Net income  (loss) ......................$  200,079   $  20,967    $(172,484)   $    48,562
                                                 ==========   =========    =========    ===========
</TABLE>

     The Company's  total revenues and net income (loss) by segment for the nine
months ended December 31, 1999 (Revised), are as follows:

<TABLE>
<CAPTION>
                                                   Graphic    Specialty
                                                     Arts     Chemicals    Corporate      Total
                                                     ----     ---------    ---------      -----
<S>                                              <C>          <C>          <C>          <C>
Revenues ....................................... $1,373,481   $ 392,515    $      --    $ 1,765,996
                                                 ==========   =========    =========    ===========

Gross profit ................................... $  639,814   $ 145,389    $      --    $   785,203

General and administrative .....................    171,005     156,314      317,695        645,014
Executive services contributed by management ...         --          --      187,500        187,500
Depreciation and amortization ..................         --      11,703        1,320         13,023
Interest expense (income) ......................      8,536          --       (7,884)           652
                                                 ----------   ---------    ---------    -----------

        Net income (loss) ...................... $  460,273   $ (22,628)   $(498,631)   $   (60,986)
                                                 ==========   =========    =========    ===========
</TABLE>


                                                                               9
<PAGE>


                               UNITED ENERGY CORP.
                   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 December 31, 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
nine months  ended  December  31, 2000 and 1999 have been revised to reflect the
$62,500 of executive  services  contributed  by management in each quarter.  The
above  resulted  in  income  and loss per  share of $.00 for the  three and nine
months ended December 31, 2000 and 1999.


                                                                              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  $1,209,547 for the quarter ended December
31, 2000 and $2,452,569  for the nine months ended  December 31, 2000.  Sales of
UNIPROOF(R)  for the third  quarter  included a one-time  inventory  sale to the
Alameda company in the amount of $798,100 and are, therefore,  not indicative of
results to be expected in future fiscal quarters.

     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. Sales
of UNIPROOF(R) for the third quarter included the one-time inventory sale to the
Alameda company in the amount of $798,100 and are, therefore,  not indicative of
results to be expected in future fiscal quarters.

     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 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.

                                                                              11


<PAGE>

                              RESULTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999

     Revenues.  Revenues for the third quarter of fiscal 2001 were $1,281,608, a
$412,861 or 48%  increase  over  revenues  of  $868,747 in the third  quarter of
fiscal  2000.  The  increase in  revenues  was  primarily  due to an increase in
UNIPROOF(R)  sales,  particularly  impacted by the one-time  sale of $798,100 of
UNIPROOF(R) inventory to the Alameda Company.

     Cost of Goods.  Sold Cost of goods sold  increased  to  $894,717  or 70% of
revenues, for the quarter ended December 31, 2000 from $496,857 or 57% of sales,
for the quarter  ended  December 31, 1999.  This was  primarily due to increased
production of UNIPROOF(R) proofing paper.

     Gross Profit.  Gross profit for the December 31 quarter of fiscal year 2001
was $386,891, a $15,001 or 4% increase from $371,890 in the corresponding period
of  fiscal  2000.   This  increase  was  primarily   attributable  to  increased
UNIPROOF(R)  sales.  Gross profit as a percentage of sales was 30% in the fiscal
2001 quarter compared with 43% in the fiscal 2000 period,  due to an increase in
cost of goods sold.

     Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
increased to $261,955,  or 20% of revenues  for the quarter  ended  December 31,
2000 from $255,280,  or 29% of revenues for the quarter ended December 31, 1999.
The  percentage  decrease  in the fiscal  2001  period was largely the result of
significantly higher revenues in that period, while the increase in dollar terms
was primarily due to higher  professional  fees  associated with the preparation
and filing of materials with the Securities and Exchange  Commission to become a
1934 Act reporting entity.

     Executive  Services  Contributed  by Management.  Senior  Executives of the
Company  contributed $62,500 of services in the quarters ended December 31, 2000
and 1999 which was recorded as an expense.

     Interest Expense,  Net of Interest Income. The Company had interest expense
of $3,945 for the quarter  ended  December 31, 2000  compared  with net interest
expense of $993 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 Income.  For the quarter ended  December 31, 2000,  net income  totaled
$54,106,  or 4% of revenues,  as compared to income of $48,562 or 6% of revenues
for the quarter ended December 31, 1999.

                  NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999

     Revenues.   Revenues  for  the  first  nine  months  of  fiscal  2001  were
$2,854,703,  a $1,088,707  or 62% increase  over  revenues of  $1,765,996 in the
first nine months of fiscal 2000.  The increase in revenues was primarily due to
an increase in UNIPROOF(R) sales,  particularly impacted by the one-time sale of
$798,100 of inventory to the Alameda Company.

     Cost of Goods Sold.  Cost of goods sold  increased to  $1,965,943 or 69% of
sales,  for the nine months  ended  December  31,  2000 from  $980,793 or 55% of
sales,  for the nine months ended  December 31, 1999.  This was primarily due to
increased production of UNIPROOF(R) proofing paper.

     Gross  Profit.  Gross  profit for the first nine months of fiscal year 2001
was  $888,760,  a $103,557 or 13% increase  from $ 785,203 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.


                                                                              12


<PAGE>

     Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
increased to $723,352, or 25% of revenues for the nine months ended December 31,
2000 from  $645,014,  or 37% of revenues for the nine months ended  December 31,
1999.  The nine month 2000  figure also  included a $53,396 net  addition to the
allowance for doubtful accounts  receivable and higher professional fees related
to filings with the U.S. Securities and Exchange Commission.

     Executive  Services  Contributed  by Management.  Senior  Executives of the
Company  contributed  $187,500 of services in the nine months ended December 31,
2000 and 1999 which were recorded as an expense.

     Interest Expense,  Net of Interest Income. The Company had interest expense
of $8,875 for the first nine months ended  December 31, 2000  compared  with net
interest expense of $652 in the corresponding 1999 period. The change was due to
borrowings under the Company's credit line.

     Net Loss.  For the nine months ended  December  31, 2000,  net loss totaled
$44,122 as compared to a net loss of $60,986 for the nine months ended  December
31, 1999.  The decrease in the loss is primarily the result of the higher volume
of UNIPROOF(R) sales.

     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 December 31,
2000 we had $275,218 in cash,  accounts  receivable of $857,600 and inventory of
$129,156.  The high  receivables and low inventory  figures at December 31, 2000
reflect the execution of the contract with the Alameda  Company on September 22,
2000 and their purchase of all UNIPROOF(R) inventory on extended terms. Accounts
receivable as of March 31, 2000 and December 31, 2000 are net of allowances  for
doubtful accounts in the amounts of $18,260 and $71,656, respectively.

     Cash Provided by Financing  Activities.  Net cash  generated from financing
activities  decreased to $155,733  for the nine month period ended  December 31,
2000 from  $522,023  for the period  ended  December 31, 1999, a net decrease of
$366,290.  The  higher  amount  in 1999 had been  needed to cover  increases  in
inventory in that period over the preceding periods.

     Inventories at March 31, 2000 were  $592,285,  and decreased to $129,156 at
December 31, 2000, a decrease of $463,129.  The decrease is primarily the result
of the execution of the contract with the Alameda  Company on September 22, 2000
and their purchase of all UNIPROOF(R) inventory.

     Accounts  receivable  increased from $445,949 on March 31, 2000 to $857,600
on December 31, 2000.  This $411,651 or 92% increase was primarily the result of
our one-time sale of UNIPROOF(R) finished goods inventory to the Alameda Company
which was done on extended  payment terms.  Accounts  receivable as of March 31,
2000 and December 31, 2000 are net of  allowances  for doubtful  accounts in the
amounts of $18,260 and $71,656, respectively.

     Capital  expenditures were negligible during the nine months ended December
31,  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 December 31,  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.


                                                                              13

<PAGE>

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

     Going Concern

     From its inception in 1995 through  March 31, 1999 the Company  accumulated
losses of $3,223,337. The Company had a net loss of $152,765 for the fiscal year
ended  March 31,  2000,  which  loss  included a  $250,000  non-cash  charge for
contributed executive services.  Currently, results for the first three quarters
of fiscal 2001 approximate  results for the full year 2000. The Company also has
in place a $1,000,000  credit facility and a distribution  arrangement  with the
Alameda   Company  for  its  UNIPROOF(R)   proofing  paper.   Because  of  these
developments,  the  Company is not  concerned  about its  ability to continue in
business.

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

     Not applicable.

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 December 31, 2000.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits. None.

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


                                                                              14

<PAGE>


                               UNITED ENERGY CORP.
                                   FORM 10-Q/A
                                DECEMBER 31, 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