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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

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

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2001

                                       OR

|_|         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 CORPORATION
             (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 Number)

                             600 Meadowlands Parkway
                              Secaucus, N.J. 07094
              (Address of Principal Executive Offices and Zip Code)

               Registrant's Telephone Number, Including Area Code
                                 (201) 842-0288

        Securities Registered Pursuant to Section 12(B) of the Act: None

           Securities Registered Pursuant to Section 12(G) of the Act:
                     Common Stock, Par Value $.01 Per Share

Indicate by check mark whether the registrant (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  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. |X| Yes |_| No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

The  aggregate   market  value  of  the   registrant's   common  stock  held  by
nonaffiliates  on January  31,  2002  (based on the average of the bid and asked
prices of the  Common  Stock on the  over-the-counter  market on such  date) was
$12,165,026.

As of January 31, 2002 there were 16,080,270  shares of the registrant's  common
stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                    (Please see list of Exhibits on page 22)

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                               UNITED ENERGY CORP.

                       INDEX TO ANNUAL REPORT ON FORM 10-K

PART I

Item 1.   Business..........................................................   3

Item 2.   Properties........................................................   8

Item 3.   Legal Proceedings.................................................   8

Item 4.   Submission of Matters to a Vote of Security Holders...............   8

PART II

Item 5.   Market for Registrant's Common Equity and Related
           Stockholder Matters..............................................   8

Item 6.   Selected Financial Data...........................................   9

Item 7.   Management's Discussion and Analysis of Financial Condition
           and Results of Operations........................................  10

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk........  16

Item 8.   Consolidated Financial Statements and Supplementary Data..........  16

Item 9.   Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure.........................................  17

PART III

Item 10.  Directors and Executive Officers of the Registrant................  18

Item 11.  Executive Compensation ...........................................  20

Item 12.  Security Ownership of Certain Beneficial Owners
           and Management...................................................  21

Item 13.  Certain Relationships and Related Transactions....................  21

PART IV.

Item 14.  Exhibits, Financial Statement Schedules, and
           Reports on Form 8-K..............................................  21

          Index to Exhibits.................................................  22

          Signatures........................................................  23


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Item I.   Business

Business of the Company

     The principal  executive  offices of United Energy Corp. are located at 600
Meadowlands Parkway, Secaucus, New Jersey 07094 and the telephone number at that
location is (201) 842-0288.

History

     United  Energy  Corp.  (referred to  variously  as the  "Company",  "United
Energy" and "we") was  incorporated in 1971 as Aztec Silver Mining Co., a Nevada
corporation.  For  several  years  thereafter,  the  Company  pursued  its basic
business  through  the  acquisition  of silver  mining  claims but  without  any
commercial success. In the late 1970's the Company decided to change its primary
business focus to the acquisition and  exploitation of coal and oil shale leases
in Wyoming.  Coincident  with that  change in its  business  focus,  the Company
changed its name from Aztec Silver  Mining Co. to United  Energy  Corp.  Despite
early  successes,   the  oil  and  coal  operations   ultimately  proved  to  be
unsuccessful,  and, as a result, the Company abandoned its leases,  paid off its
debts and became a dormant organization.

     The Company first became a publicly held  corporation in 1972-73  through a
Regulation A offering of a total of  3,000,000  shares of its common  stock,  to
raise a total of $300,000. As a result,  through subsequent sales and resales of
the publicly held stock, by the time the Company became a dormant  organization,
it had  approximately  290 shareholders  holding a total of 12,549,480 shares of
common stock.

     The Company  continued  in this  dormant  state until  October of 1995 when
control of the Company was acquired by Mr.  Ronald Wilen and Mr.  Robert  Seaman
and  several  other  investors.  The purpose of the  acquisition  in 1995 was to
enable Mr.  Wilen and his  associates  to place  certain  privately  held assets
already  owned by them  into  United  Energy  Corp.  which  would  allow  public
investors to acquire an interest in such assets. In return the private investors
could  hope  to  achieve  liquidity  and  a  fair  market  valuation  for  their
investments.  The  transfer  of  assets  took  place in  March of 1996  with the
acquisition of 100% of the shares of Nor  Industries,  Inc. . As a result of the
acquisition  of these assets in March 1996,  United Energy Corp.  became engaged
primarily in the  manufacture  and sale of pressroom  equipment for the printing
industry.

     While the  manufacturing  and distribution of printing  equipment  provided
substantial cash flows and revenues during the Company's fiscal year ended March
31, 1997, the operations of this business also produced significant expenses and
required considerable capital. Also, as the equipment was placed in service, the
Company was faced with the prospect of having to increase its product  liability
coverage significantly.

     During the same time that the  Company was  engaged in the  manufacture  of
printing  equipment,  it was also developing certain chemical products useful to
the   printing   industry.    In   particular,    the   Company   developed   an
environmentally-safe  press  wash to be  used  in  cleaning  ink  from  printing
presses.  When the Company  discovered  that a very small amount of the cleaning
compound could be used to remove  oil-based ink from an entire  printing  press,
the Company began to explore the application of the compound to the cleaning and
maintenance  of producing  oil and gas wells.  All of the tests of this cleaning
product,  now  re-named  KH-30(R),  proved  to be  successful  and  resulted  in
production  increases of between two and five times from  paraffin-affected  oil
and gas wells. After consulting petroleum engineering firms, the Company decided
to focus on the  manufacturing  and  marketing  of its KH-30(R) oil well cleaner
and, at the same time,  decided to shut down the relatively  expensive  printing
equipment  manufacturing  operation.  This operation was discontinued during the
fiscal year ended March 31, 1998.

     During the Company's  five fiscal years ended March 31, 1997,  1998,  1999,
2000, and 2001 the efforts to achieve profitable  operations through the sale of
pressroom equipment,  and research and development and initial marketing expense
for the Company's  current product lines resulted in cumulative  losses totaling
$3,780,418 (Revised).

     The senior  officers of United Energy Corp. have drawn no salaries from the
Company  during the six-year  period they have been  managing  the  Company.  In
accordance with an accounting  interpretation  the Company has imputed  salaries
for senior officers even though no salaries were paid,  which imputed  salaries,
along with other adjustments,  have been

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charged against operating income or are an addition,  as the case may be, to
an operating loss.

     The Company's  previously issued certified financial  statements listed its
cumulative  loss since  inception and through March 31, 2001 as $2,053,458.  The
accounting  interpretation of imputing unpaid salaries of senior officers, along
with other  adjustments,  results in a cumulative  deficit of  $3,780,418  or an
increase of $1,726,960.  However, the same accounting  interpretation allows the
Company  to treat the  imputed  salaries  which  were  never  paid and the other
adjustments as a contribution to capital.  Consequently,  the net result is that
shareholders'  equity as of the end of the most recent  fiscal  year,  March 31,
2001, remains unchanged at $394,936.

     During its fiscal year ended March 31, 2000, the Company sold approximately
$1,700,000 worth of its UNIPROOF(R) proofing paper where there had been no sales
of this product in the previous fiscal year. During the fiscal year ending March
31,  2001  the  Company's  sales  of  its  UNIPROOF(R)  proofing  paper  totaled
$2,921,345.  In June of 2000 the Company  obtained a  $1,000,000  line of credit
from Fleet Bank in order to provide  working capital to support higher levels of
UNIPROOF(R)  sales.  Also during the second  quarter of fiscal 2001, the Company
entered  into a  distribution  agreement  with the  Alameda  Company of Anaheim,
California   calling  for  the   distribution  of  certain  minimum  amounts  of
UNIPROOF(R).  As a result of these developments,  the Company believes it is now
in a position  to  concentrate  its  efforts  more  directly  on the sale of its
specialty chemical and cleaning products,  particularly its KH-30(R) oil and gas
well cleaner.

Current Business Operations and Principal Products

     The Company's  KH-30(R)oil  and gas cleaning  product was first tested in a
producing oil and gas well in 1995 by Charles  Bitters of Mineral Wells,  Texas.
Mr. Bitters'  reaction was very favorable.  Mr. Bitters then engaged a Petroleum
Engineer,  Mr. P.C. Gwaltney,  who issued several reports during 1995 which were
also very favorable with respect to KH-30(R)'s ability to remove paraffin. Among
the next users of the product  were  Liberty  Operating  Company of Lake Dallas,
Texas and  Pefley Oil and Gas of West  Falls,  New York.  Each used the  product
successfully during 1996.

     Thereafter, during 1997 and 1998 KH-30(R) was tested in a series of in-well
applications  initiated by Mark Voss, an engineer and chemist  formerly with the
Petrolite  Corporation,  in which United  Energy worked with major oil companies
and  independents.  Also through Mr. Voss, the KH-30(R)  product was included in
treatment  programs  carried out by Baker Petrolite and Champion  International,
two  large  firms  providing  chemical  treatment  programs  to the  oil and gas
industry.

     As  mentioned  later in this Form  10-K/A,  ChemTech,  which is now owed by
Smith  International,  has achieved  favorable results with our KH-30(R) product
since 1997.  In March 2000,  we entered into a joint  marketing  agreement  with
ChemTech which is described under "Marketing of KH-30" on page 5.  Subsequently,
ChemTech has  approached us seeking a more  formalized  relationship  which will
guarantee them future access to the product.

     During the fiscal  year ended  March 31,  1998 the  Company  put in place a
number of distributors  for its KH-30(R) oil and gas well cleaner,  entered into
testing  and  evaluation  arrangements  with oil service  companies  both in the
United States and  internationally  and proceeded to file patent applications on
KH-30(R) in most of the major  oil-producing  countries  around the world.  As a
result of these activities,  as of March 31, 2001, KH-30(R) has been utilized in
over 200 oil and gas wells, having many different  characteristics,  and located
in many different  regions of the world.  When applied in accordance with United
Energy's recommended  procedures,  KH-30(R) has generally resulted in production
increases of between two and five times in paraffin-affected  oil and gas wells.
KH-30(R)  is  patented  in  OAPI  (Africa)  which   includes  these   countries:
Burkina-Faso,  Benin, Central African Republic, Congo, Cote d'Ivoire,  Cameroon,
Gabon, Guinea,  Guinea-Bissau,  Mali, Mauritania, Niger, Senegal, Chad and Togo.
It is also separately patented in Australia,  Nigeria, Russia, the United States
and  Venezuela.  The  Company  has 13  additional  country  patent  applications
(including European Community and Canada) pending.

Description of KH-30

     KH-30(R) is an environmentally  safe,  non-petroleum-based  product that is
non-toxic  and  biodegradable.  Moreover,  the  use of  KH-30(R)  in a 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.

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Marketing of KH-30

     Although  United  Energy  believes  that the  application  of KH-30(R) on a
continuous  basis will result in higher  production  and lower  lease  operating
costs, the introduction of KH-30(R) into the oil and gas producing  industry has
been extremely  difficult.  Many entrenched players such as the "hot oilers" and
the major  oil  service  companies  who  benefit  from  high  mark-ups  on their
proprietary  products,  have  no  incentive  to  promote  the  use of  KH-30(R).
Moreover,  oil production  engineers are extremely reluctant to risk damage to a
well from a product  that does not have the  endorsement  and backing of a major
enterprise.  Consequently,  the pace of  introduction  of KH-30(R) has been much
less rapid than the Company initially expected.

     In March 2000, a joint marketing  agreement was entered into between United
Energy  and  ChemTech,  a  company  operating  world  wide  in  the  design  and
administration  of chemical  treatment  programs  for the oil and gas  industry.
ChemTech  is located in the  Louisiana  oil and gas belt with easy access to the
Gulf of Mexico.  ChemTech is a division of Smith  International Inc., a New York
Stock  Exchange  listed  company and a major player in the oil service  industry
worldwide.  There are two  elements of the  marketing  arrangement  which should
prove beneficial to United Energy.  The first is that neither ChemTech nor Smith
International has an in-house product which competes directly with KH-30(R), and
the second is that the world-wide  reputation of Smith International should help
to provide  credibility for United Energy's  KH-30(R) product in the universe of
the major oil producers. Through the end of our fiscal year ended March 31, 2001
our sales of  KH-30(R) to or through  ChemTech  have  amounted to  approximately
$290,000.

     Under the terms of the joint  marketing  agreement  both United  Energy and
ChemTech will undertake to develop oil field chemical  treatment  projects which
will utilize either or both of United Energy's KH-30(R) product and the chemical
treatment products of ChemTech.  For those projects  introduced by United Energy
which utilize  products and services of ChemTech,  United Energy is to receive a
fee equal to 10% of the project gross profit.  On projects which require the use
of  KH-30(R),  the project  will buy the  KH-30(R) at United  Energy's  standard
prices unless otherwise  agreed.  ChemTech will receive agreed upon service fees
and a percentage of revenues.

Other Products and Services of United Energy

     United Energy  considers its primary  business focus to be the development,
manufacture and sale of environmentally  safe specialty  chemical  products.  In
this regard,  the Company first developed a follow-on  product to KH-30(R) using
much of the same  technology to provide an enhanced  means for cleaning  asphalt
mixing and  recycling  plants.  This product,  called  AD-30,  and its companion
product AC-30 for compressed asphalt, have been test marketed by a major asphalt
equipment  manufacturer,  Gentec(R)  Asphalt  Equipment,  and are now  ready for
distribution.

     Also,  in further  pursuit of the above  goal,  United  Energy  acquired in
November 1998 all of the outstanding  shares of Green Globe Industries,  Inc. in
exchange for 30,000 shares of United Energy common stock. GreenGlobe is operated
as a  separate  subsidiary  of United  Energy and sells its  products  under the
tradename  Qualchem(TM).  The  acquisition  of Green Globe gives  United  Energy
access  to the  chemistry  and  product  lines  of  Green  Globe  which  include
environmentally-safe  paint  strippers  and  cleaners,  many of which  have been
qualified for use by the U.S.  Military.  Of particular  note in the Green Globe
line was the  development  of dual  package  cleaning and drying  "wipes"  which
produce  a clear,  non-reflective  coating  on  glasses,  computer  screens  and
instrument  panels.  The "wipes"  were  developed  for, and have  received  U.S.
Military approval for, the cleaning of the instrument panels of combat aircraft.

     United Energy's chemists have recently  developed an  environmentally  safe
fire-retardant  agent named FR-15.  FR-15 begins as a  concentrate  which can be
mixed with varying amounts of water,  depending on the anticipated  use. A fire,
once sprayed with an FR-15 mixture, will not re-ignite. This product can also be
used to reduce  odors,  such as those  from  decomposing  garbage,  and for soil
remediation following petroleum-based contamination.  Our FR-15 product has been
fully  developed  and tested by several  municipal  fire  departments.  However,
because we anticipate applying for Underwriters  Laboratory  specifications with
respect  to the  product,  we have not had any sales of the  product  during the
fiscal year ended March 31,  2001,  but we do expect  sales of FR-15  during the
fiscal year ending March 21, 2002,  although we cannot  predict  sales levels at
this time.

     Another  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

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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, to the best of the Company's knowledge, has
not been able to be  duplicated  by others and is  protected by the Company as a
trade secret.

     The Company introduced its proofing paper product 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.
Sales of UNIPROOF(R) proofing paper totaled $2,921,345 for the fiscal year ended
March 31, 2001.

     In January 2001,  the Company  introduced a marine growth  inhibitor at the
National  Boat Show at the  Javits  Center in New York City.  The marine  growth
inhibitor,  which the Company has named "Bye Bye  Barnacles",  is another in the
Company's  line  of   environmental   products  in  that  it  is  non-toxic  and
biogradable,  characteristics  which the  Company  believes  to be  particularly
appealing in fresh water marine applications, although the product has proven to
be effective in both fresh and saltwater environments.  During calendar 2001 the
Company's  chemists,  have  developed a new version of the product with improved
coating characteristics and durability.  A patent application on this product is
in process.  We expect to begin to generate  sales of this product in our fiscal
year ended March 31,  2002,  but cannot at this time  predict  what the level of
those sales might be.

Marketing

     United  Energy   markets  its  products   primarily   through   independent
distributors.  This is  particularly  true  of our  UNIPROOF(R)  proofing  paper
product where there are many well  established  distributors in the printing and
graphic arts business.

     On September 22, 2000 we 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 our
UNIPROOF(R)  proofing paper. As part of the  arrangement,  Alameda bought all of
our existing UNIPROOF(R) inventory for $798,100, and we have turned over to them
all of our existing customers within the above territory.

     The contract  with Alameda  covers the calendar  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
from us 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.

     In the  past we have  marketed  our  KH-30(R)  oil well  cleaner  primarily
through   independent   distributors  and  have  followed  the  pattern  in  our
arrangement  with ChemTech (a division of Smith  International)  pursuant to our
joint marketing agreement with them.

     Thus far, we have no special  inventory  requirements  with  respect to our
principal  products.  We  are  committed  to  our  distributors  to  maintain  a
reasonable  supply of  products  as needed to meet their  anticipated  levels of
sales and,  as our  business  grows we will have to  maintain  higher  levels of
inventory.  We have been able to shift some portion of the inventory requirement
for our  UNIPROOF(R)  proofing  paper to the Alameda  Company.  Our five largest
customers  accounted for  $3,206,465  (92%) and our largest  customer  (Alameda)
accounted  for  $1,717,190  (49%) of our  total  fiscal  year 2001  revenues  of
$3,482,915.

     All of our  products up to this point are sold  domestically  in US dollars
and, therefore, we have had no foreign currency fluctuation risk.

Particular  Circumstances  Related to the  Manufacture and Sale of the Company's
Products

     All of the raw  materials  necessary for the  manufacture  of the Company's
products are generally available from multiple sources, although the Company has
negotiated  favorable  arrangements with its current suppliers and would have to
repeat the process if one or more of its current  suppliers were no longer to be
able to supply the raw materials.  As noted in Item 2, Properties on page 8, the
Company owns no manufacturing facilities itself. The Company's chemical products
are  generally  manufactured  by  contract  blenders  at a number  of  different
locations.  This method of  manufacture  has reduced the need for the

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Company to invest in facilities  and hire the employees to staff them.  Chemical
blenders  are  relatively  easy to  replace  and are  bound  by  confidentiality
agreements,  where appropriate,  which obligate the recipient not to disclose or
use proprietary information of the Company.

     The Company is not  responsible  for any  environmental  expenditures  with
respect  to the  manufacturing  of its  products.  First  of all,  the  chemical
products on which the Company concentrates are generally  "environmentally-safe"
products  in that they are low in  toxicity  and rank high in  biodegradability.
Secondly,   any   environmental   issues  involved  in  manufacturing   are  the
responsibility  of the blending  facilities,  provided they receive adequate and
accurate  information  from the Company as to the  constituents of the chemicals
involved.

     Currently,   the  photosensitive  coating  for  the  Company's  UNIPROOF(R)
proofing  paper  is  applied  by  an  independent  coater  who  is  bound  by  a
confidentiality  agreement  which obligates the recipient not to disclose or use
confidential  information  of the  Company.  We believe  this  facility  has the
capacity to meet our production needs for the foreseeable  future and also meets
all environmental manufacturing restrictions now or expected to be enacted.

Risks Associated with Concentration of Customers and Suppliers

     As stated above,  even though the Company receives its raw materials from a
limited  number of suppliers,  it believes that the materials are not unique and
can be obtained from other sources.  All of the Company's  UNIPROOF(R)  proofing
paper is manufactured at one location. This does create a certain degree of risk
in the  event  that  something  should  happen  to  curtail  production  at that
location.  However,  the  Company  has chosen to limit  production  sources  for
UNIPROOF(R)  because  of the  confidential  nature  of the  formulation  for the
photosensitive  coating.  The  Company  believes  that the  services of this one
facility can be  duplicated by others.  In our opinion,  the need for a contract
with the  coater  is  obviated  by the  coater's  clear  economic  benefit  from
continuing  to provide  services  to us. The Company is more  concerned  about a
precipitous event, such as damage to the coater's facility which could result in
an interruption of UNIPROOF(R)  production.  The Company believes that alternate
coating  sources do exist and that the coater could be replaced,  albeit with at
least some interruption in production flow.

     There were in the fiscal year ended March 31, 2001 four major customers for
the Company's  products:  The Alameda  Company (49% of revenues);  International
Film Distributors (32%), Hennigan Graphics,  (4%) for the Company's graphic arts
(UNIPROOF(R))  products,  and ChemTech (4%) for the Company's  KH-30(R) oil well
cleaning  product.  The Company believes that these customers can be replaced if
they  were to  cease  to act as  distributors,  although  the  arrangement  with
ChemTech for the sale of KH-30(R) is viewed as particularly  advantageous by the
Company.  Most of the graphic arts dealers are well  established  companies  and
create  little  risk as to  non-payment.

Employees

     At March 31, 2001,  the Company  employed ten persons and had available the
services of five  others  under  consulting  or  product/production  cooperation
arrangements.  The latter arrangement also includes a situation where a chemist,
engineer or significant  marketing  person is engaged by an  organization  under
contract with the Company to  manufacture or market one or more of the Company's
products.

     None of the  Company's  employees is  represented  by a union.  The Company
considers its relations with its employees to be good.

Research and Development

     All of the Company's  principal  products are fully developed and ready for
market. This is the result of research and development expenditures averaging in
excess of $250,000  per year over the three  fiscal  years ended March 31, 2001.
The Company has had  available  the  services of two  research  chemists and one
production  chemist,  as  well  as  two  petroleum  geologists,  to  aid  in the
development of its products. A significant amount of market adaptation has taken
place in the field  involving the  development  of  application  procedures  for
products.  We  do  not  anticipate  having  to  make  significant  research  and
development  expenditures  on existing  products in the future.  However,  we do
expect to continue to develop new products to  complement  our existing  product
lines.

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Backlog

     Our order  backlog both at the beginning of the last fiscal year and at the
end of such year was  insignificant  as we generally  ship product as orders are
received.

Competition

     With respect to all of our specialty chemical products, we compete directly
or indirectly  with other  producers of products with similar uses most of which
are  more  established  companies  and  have  greater  resources  than we  have.
Generally, we attempt to compete by offering what we hope to be lower prices and
better service. However, our KH-30(R) and AD-30 cleaners are more expensive, and
with these products we attempt to compete by emphasizing  product  effectiveness
and environmental safety.

     With respect to our formulations which are proprietary, as described above,
we have  attempted to patent our KH-30(R) oil well cleaner in the  principal oil
producing  countries  world-wide.  We believe the basic  patent to be strong and
that it will help our competitive  position.  However,  we are aware that others
may try to imitate our product or  invalidate  our patents.  We have in the past
vigorously  enforced  our  trade  secrets  such  as  the  one  relating  to  our
UNIPROOF(R)  proofing  paper,  and intend to  continue  to do so in the  future.
However,  we  recognize  that  intellectual  property  rights  provide less than
complete  protection.  To the best of our  knowledge  no one  else is  currently
producing a product similar to KH-30(R).

     In the case of our UNIPROOF(R) proofing paper, our principal competition is
E.I.  duPont de  Neumours  and Co.  which  controls in excess of 95% of the U.S.
proofing paper market of $80-$100 million per year. Currently, we have been able
to compete with duPont in terms of what we hope to be better prices and service.
We believe the market will continue to welcome an  alternative  to duPont and we
plan to continue our current marketing practices.

     In addition to applying for patent protection on our KH-30(R)  product,  we
have also undertaken to register  "KH-30" as a trademark.  Trademark  protection
has also been  obtained  for the  "UNIPROOF"  name for our  proofing  paper.  We
anticipate  applying for both patent and trademark  protection  for our "Bye Bye
Barnacles"  product in those  jurisdictions  where we deem such protection to be
beneficial.

Item 2.   Properties

     As of March 31,  2001,  the  Company  had  $96,695  in cash,  inventory  of
$121,753,  receivables of $970,433,  patents valued at $139,511 and other assets
totaling  $1,585,  as listed on its  balance  sheet.  It rents 9,600 sq. feet of
space at 600 Meadowlands Parkway,  Secaucus,  New Jersey 07094 at a monthly rent
of  $7,720.  The  Company  uses  independent  non-affiliated  contract  chemical
blending and  manufacturing  facilities in various  locations  around the United
States for the manufacture of its products. The Company contracts the production
of its products to independent  manufacturers  and blenders and its products are
therefore produced at the manufacturing facilities of such entities. The Company
owns no manufacturing facilities itself.

Item 3.   Legal Proceedings.

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

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

     No matter was  submitted  to a vote of security  holders  during the fourth
quarter of the fiscal year ended March 31, 2001.

                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.

     As of January  31,  2002,  there were 467 record  holders of the  Company's
common stock and there were 16,080,270 shares  outstanding.  In addition,  as of
such date,  there were a further  750,000 shares held in the name of the Company
as treasury


                                       8
<PAGE>

shares which were pledged as partial  collateral  for the  Company's  $1,000,000
credit line with Fleet Bank. The Company has not previously declared or paid any
dividends on its common stock and does not anticipate declaring any dividends in
the foreseeable future. Moreover, the Company's credit line with Fleet Bank does
not allow the payment of dividends.

     The following table shows United Energy's high and low bid prices as quoted
on the NASD Bulletin  Board by quarter  during each of the Company's  last three
fiscal years and on the OTC "Pink Sheets" since May 3, 2000. Such quotes reflect
inter-dealer prices, without retail markup, mark-down or commissions and may not
represent  actual  transactions.  The information  below was obtained from those
organizations, for the respective periods.

          FISCAL YEAR         QUARTER      HIGH BID     LOW BID
             1999         First Quarter          3.56       2.31
                          Second Quarter         2.97       1.31
                          Third Quarter          2.94       0.84
                          Fourth Quarter         2.50       1.44

             2000         First Quarter          1.88       1.13
                          Second Quarter         4.06       1.75
                          Third Quarter          2.94       1.72
                          Fourth Quarter         3.53       1.50

             2001         First Quarter          3.88       1.75
                          Second Quarter         2.70       1.40
                          Third Quarter          3.00       1.02
                          Fourth Quarter         1.81       1.02

             2002         First Quarter          1.11       0.75
                          Second Quarter         1.75       0.65
                          Third Quarter          1.00       0.73
                          Fourth Quarter*        1.45       0.83


*Through January 31, 2002

     The Company's common stock had been traded on the NASD Bulletin Board since
1995 under the symbol  UNRG.  On May 3, 2000 the  Company's  common  stock began
trading on the  over-the-counter  market.  The change to the OTC ("pink sheets")
market  has  disturbed  many  stockholders  who  fear  their  liquidity  will be
diminished. Thus far, the impact on the Company's ability to attract capital has
been minimal.  On January 31, 2002 the Company's stock price closed at $1.22 per
share. The aggregate market value of the stock held by non-affiliates on January
31, 2002 was $12,165,026.  For information  concerning  principal  shareholders,
please see "Security Ownership of Certain Beneficial Owners and Management".

     There were no sales of unregistered securities during the fiscal year ended
March 31, 2001.  Management  believes  that of those  persons or entities  which
acquired  restricted  shares  within  the two years  prior to January  31,  2002
approximately 1,000 of such shares which remain unsold are capable of being sold
as of January 31, 2002 under Rule 144. In addition, management is, as of January
31, 2002,  able to utilize Rule 144 to effect  immediate  sales of up to 321,605
shares, although management currently has no intention of making any such sales.

Item 6.   Selected Financial Data (Revised).

     The following revised selected  consolidated  financial information for the
fiscal years ended March 31, 1997, 1998, 1999, 2000 and 2001 is derived from our
audited financial  statements and the notes thereto. The statement of operations
information for the three-year period ended March 31, 2001 and the balance sheet
information  as of the end of each of the four fiscal years ended March 31, 2001
is  derived  from  the  consolidated   financial  statements  of  United  Energy
Corporation,  which have been audited by Arthur Andersen LLP, independent public
accountants,  and are included  elsewhere in this annual  report on Form 10-K/A.
The statement of operations  information  for the year ended March 31, 1997, and
the  balance  sheet  information  as of March  31,  1997,  is  derived  from the
consolidated financial statements of United Energy Corporation,  which have been
audited by Jones,  Jensen and Company,  independent  public  accountants.  These



                                       9
<PAGE>

statements  include  the  $250,000  adjustment  relating to  executive  services
contributed  by  management  in 1997 and are not  included in this  report.  The
information  presented  below should be read in conjunction  with  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
the audited  consolidated  financial  statements and accompanying notes included
elsewhere.

            FISCAL YEAR ENDED MARCH 31, 2001, 2000, 1999, 1998 , 1997
<TABLE>
<CAPTION>

                Consolidated                            (Revised)     (Revised)     (Revised)     (Revised)    (Revised)
        Statement of Operations Data                      2001          2000          1999          1998         1997
        ----------------------------                      ----          ----          ----          ----         ----
<S>                                                     <C>           <C>           <C>           <C>          <C>
Operating Revenues................................      3,482,915     2,585,556     1,191,583     1,942,142    1,172,551
Cost of goods sold................................      2,325,652     1,368,727     1,115,779     1,729,968      694,706
Gross profit......................................      1,157,263     1,216,829        75,804       212,174      477,845
Selling, G&A......................................      1,052,790     1,099,705       877,806       766,931      727,796
Executive Services Contributed by Management......        250,000       250,000       250,000       250,000      250,000
Interest income (expense), net....................        (10,236)       (2,424)        3,402       (14,427)      (3,159)
Net Income (Loss) before discontinued operations..       (404,316)     (152,765)   (1,056,034)     (821,616)    (506,724)
Income (Loss) from discontinued operations........              0             0       (35,333)      279,301     (480,321)
Income tax........................................              0             0             0             0            0
Net Income (Loss).................................       (404,316)     (152,765)   (1,091,367)     (542,315)    (987,045)
Retained deficit beginning........................     (3,376,102)   (3,223,337)   (2,131,970)   (1,589,655)    (602,610)
Retained deficit end..............................     (3,780,418)   (3,376,102)   (3,223,337)   (2,131,970)  (1,589,655)
Loss per share....................................          (0.03)        (0.01)        (0.07)         (0.04)      (0.07)
Cash dividends paid...............................              0             0             0             0            0
</TABLE>

                  AS OF MARCH 31, 2001, 2000, 1999, 1998, 1997

<TABLE>
<CAPTION>
                Consolidated                            (Revised)     (Revised)     (Revised)     (Revised)    (Revised)
             Balance Sheet Data                           2001          2000          1999          1998         1997
             ------------------                           ----          ----          ----          ----         ----
<S>                                                       <C>           <C>            <C>          <C>         <C>
Total working capital.............................        172,118       318,651        41,448       199,142     (129,733)
Total assets......................................      1,411,699     1,314,843       565,749       569,762      257,835
Total liabilities.................................      1,016,763       765,591       289,232       301,628      342,686
Total long term debt..............................              0             0             0             0            0
Total stockholder's equity........................        394,936       549,252       276,517       268,134      (84,851)
Total shares outstanding..........................     15,830,270    15,830,270    15,731,270    15,199,936   14,458,616
</TABLE>

Item 7.   Management's  Discussion and Analysis of Financial Condition and
          Results of Operations

     The following  management's  discussion and analysis of financial condition
and results of operations  should be read in conjunction  with our  consolidated
financial  statements and notes to those statements  appearing elsewhere in this
report on Form 10-K/A. In addition to historical  information,  the management's
discussion and analysis of financial condition and results of operations as well
as  other  parts of this  report  on Form  10-K/A  may  contain  forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in the forward-looking statements.

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 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 2001, 2000 and 1999 financial statements have been revised
for the above,  the effect of which increased the previously  reported  expenses
$250,000  in each  year for 2001,  2000 and  1999.  The  Company  also  recorded


                                       10
<PAGE>

additional non-cash  compensation expense for stock given to outside consultants
during fiscal 2000 and 1999,  amounting to $48,210 and  $103,750,  respectively.
These adjustments resulted in losses of $404,316,  $152,765, and $1,091,367, for
the years ended  2001,  2000,  and 1999.  There was no related tax effect on the
respective year's financial statements.

     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 beginning accumulated deficit
balance of March 31, 1998 in the Consolidated Statements of Stockholders' Equity
and the March 31, 2001 and 2000 accumulated deficit balances on the Consolidated
Balance Sheets. The Company also revised the above statements and balance sheets
to reflect the issuance of 50,000 shares of common stock in 1996, rather than in
fiscal 2000 as previously recorded.

     The above  resulted in losses per share amounts of $.03,  $.01 and $.07, in
2001, 2000, and 1999, respectively.

     None of the above impacted working capital or total stockholders' equity at
March 31, 1999, 2000 and 2001.

     The financial  information  presented in this  amendment on Form 10-K/A has
been revised to reflect the above financial statement revisions.

Overview

     During    fiscal   1998,    we   changed   our   business   to   focus   on
environmentally-safe,  specialty  chemicals  and closed our  printing  equipment
division.  Also during fiscal 1998, we had  substantial  revenues from a graphic
arts distributorship. This activity added approximately $1,000,000 to our fiscal
1998 revenues but produced very little profit. We ceased to act as a distributor
in 1999 when we began to manufacture our UNIPROOF(R)  proofing paper. We are now
selling this product to many of the  customers we had serviced as a graphic arts
distributor.  During the Company's five fiscal years ended March 31, 1997, 1998,
1999, 2000 and 2001, the efforts to achieve  profitable  operations  through the
sale of pressroom equipment,  and research and development and initial marketing
expenses for the Company's  current product lines resulted in cumulative  losses
totaling $3,780,418 (Revised).

     The senior  officers of United Energy Corp. have drawn no salaries from the
Company  during the six year  period they have been  managing  the  Company.  In
accordance with an accounting interpretation,  subsequent to March 31, 2001, the
Company imputed  salaries for senior officers even though no salaries were paid,
which  imputed  salaries  were  charged  against  operating  income  or  were an
addition, as the case may be, to an operating loss.

     The Company's  previously issued certified financial  statements listed its
cumulative  operating  loss  since  inception  as  $2,053,458.   The  accounting
interpretation of imputing unpaid salaries of senior officers,  along with other
adjustments,  results in a cumulative  deficit of  $3,780,418  or an increase of
$1,726,960.  However, the same accounting interpretation subsequent to March 31,
2001,  allows the Company to treat the imputed  salaries  which were never paid,
along with other adjustments,  as a contribution to capital.  Consequently,  the
net result is that shareholders'  equity as of the end of the most recent fiscal
year, March 31, 2001, remains unchanged at $394,936.

     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 above.

     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., in June 2000, 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
bought all existing UNIPROOF(R)  inventory for $798,100.  The Company has turned
over to Alameda all existing customers within the above territory.


                                       11
<PAGE>

     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.  In  addition,  since
pursuant to the terms of the  agreement  we  manufacture  and ship to  Alameda's
order,  our inventory  requirements  have been reduced because we have shifted a
portion of that carrying cost to Alameda . Because our relationship with Alameda
is relatively new, we do not wish to make a prediction as to future sales levels
until  such  time  as  there  is  demonstrated  historical  support  for  such a
statement.

     Our largest customers accounted for 49%, 41% and 23% of revenues in each of
the fiscal  years  ended  March 31,  2001,  2000 and 1999.  Our  second  largest
customers accounted for 32%, 9% and 17%, respectively, in each of such years. No
other  customer  accounted  for more than 10% of our  revenues  during  the same
periods.  Please  see page 7 of this Form  10-K/A  for a listing  of our  recent
principal customers.

Statement of Significant Accounting Policies and Procedures

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging Activities," which establishes  accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded  in other  contracts,  and for  hedging  activities.  SFAS No.  133 (as
amended by SFAS No.  137) is  effective  for all fiscal  quarters  of all fiscal
years  beginning after June 15, 2000. The Company does not enter into derivative
instruments  or  engage  in  hedging  activities  as  defined  in SFAS No.  133.
Accordingly, management has determined that adoption of this standard has had no
impact on the Company's financial statements.

     During March 2000, the FASB issued  interpretation  No. 44, "Accounting for
Certain   Transactions   Involving  Stock  Compensation,"  which  clarifies  the
application  of APB Opinion No. 25,  regarding (a) the definition of an employee
for purposes of applying  APB Opinion No. 25, (b) the  criteria for  determining
whether  a  plan  qualifies  as  a  noncompensatory  plan,  (c)  the  accounting
consequence of various  modifications  to the terms of a previously  fixed stock
option or award,  and (d) the accounting  for an exchange of stock  compensation
awards in a business combination.  Interpretation No. 44 is effective on July 1,
2000.  Certain events as defined by  Interpretation  No. 44, may require earlier
consideration  if they  occurred  after  December  14, 1998 or January 12, 2000,
depending  on the  event,  although  no  financial  statement  effect  would  be
recognized until July 1, 2000. The effects of applying Interpretation No. 44 are
recognized prospectively. The Company has reviewed its stock compensation events
and does not believe that Interpretation No. 44 has had a material impact on its
financial position or its results of operations.

     In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") No. 101,
"Revenue  Recognition in Financial  Statements." SAB No. 101 expresses the views
of the SEC staff in applying generally accepted accounting principles to certain
revenue  recognition  issues. In June 2000, the SEC issued SAB No. 101B to defer
the effective date of the implementation of SAB No. 101 until the fourth quarter
of fiscal 2000. The Company is currently  evaluating the impact of adopting this
SAB,  but does not  believe  that  this SAB will have a  material  impact on its
financial position or its results of operations.

     The Company has not provided  any current or deferred US federal,  state or
foreign income tax provision or benefit for any of the periods presented because
we have experienced  operating  losses since  inception.  Utilization of our net
operating loss  carryforwards,  which begin to expire in 2010, may be subject to
certain  limitations  under Section 382 of the Internal Revenue Code of 1986, as
amended  and other  limitations  under state tax laws.  We have  provided a full
valuation  allowance  on the  deferred  tax asset,  consisting  primarily of net
operating loss carryforwards, because of uncertainty regarding its reliability.


                                       12
<PAGE>

RESULTS OF OPERATIONS

Comparison  of Fiscal Year Ended March 31, 2001  (Revised)  to Fiscal Year Ended
March 31, 2000 (Revised)

     Sales

     Sales  increased  to  $3,482,915  for the year  ended  March 31,  2001 from
$2,585,556 for the year ended March 31, 2000. The $897,359,  or 35%, increase in
sales was derived principally from sales of our UNIPROOF(R)  proofing paper. Our
largest two  customers  accounted  for 81 % of revenues for the year ended March
31, 2001 compared with 50% for the year ended March 31, 2000.

     Cost of Sales

     Cost of sales  increased to $2,325,652 or 67% of sales,  for the year ended
March 31,  2001 from  $1,368,727  or 53% of sales,  for the year ended March 31,
2000.  The higher  percentage  in fiscal 2001 was  primarily due to the slightly
lower average  UNIPROOF(R) selling prices under our arrangement with the Alameda
Company.

     Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
decreased to $1,052,790, or 30% of sales, for the year ended March 31, 2001 from
$1,099,705 or 43% of sales,  for the year ended March 31, 2000.  The  percentage
decrease  was due  primarily  to a higher  level of  sales  as  compared  to the
relatively stable level of expenses.

     Executive Services Contributed by Management. Each of the years included an
expense of  $250,000  related  to  imputed  but  unpaid  salaries  for  services
contributed by senior management.

     Interest  Expense,  Net of Interest  Income.  Interest expense and interest
income were not significant in either fiscal year.

     Net Loss. For the year ended March 31, 2001, we had a net loss of $404,316,
as compared to a loss of $152,765 for the year ended March 31, 2000. The greater
fiscal 2001 loss is the result of several  factors.  The primary factor was that
we  incurred  unusual  non-recurring  costs  related  to our  filings  with  the
Securities  and  Exchange  Commission  in order to  become a 1934 Act  Reporting
Company,  primarily in the areas of unusually  high  accounting and filing fees.
The second  factor  contributing  to the loss was a  litigation  settlement  and
associated legal costs arising out of a lawsuit to which the Company believed it
had  substantial  defenses  but  elected to settle  because of the  prospect  of
substantial  additional  legal  defense  costs.  Together,  these  unusual costs
amounted to more than $350,000.

Comparison of Fiscal Year Ended March 31, 2000 (Revised) to Fiscal Year
Ended March 31, 1999 (Revised)

     Sales

     Sales  increased  to  $2,585,556  for the year  ended  March 31,  2000 from
$1,191,583 for the year ended March 31, 1999. The $1,393,973,  or 117%, increase
in sales was derived  principally from sales of our UNIPROOF(R)  proofing paper,
which was introduced in June 1999 and accounted for $1,724,695 in revenues.  Our
three largest customers  accounted for 59 % of revenues for the year ended March
31, 2000 compared with 42% for the year ended March 31, 1999.

     Cost of Sales

     Cost of sales increased to $1,368,727 but dropped to 53% of sales,  for the
year ended March 31, 2000 from  $1,115,779  or 94% of sales,  for the year ended
March 31, 1999.  This was primarily  due to production  and sale of the proofing
paper, which has a higher gross margin relative to our other products.


                                       13
<PAGE>

     Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
increased to $1,099,705, or 43% of sales, for the year ended March 31, 2000 from
$877,806,  or 74% of sales, for the year ended March 31, 1999. This increase was
attributable  primarily  to the  hiring  of  additional  employees  and  outside
consultants.

     Executive Services Contributed by Management. Each of the years included an
expense of  $250,000  related  to  imputed  but  unpaid  salaries  for  services
contributed by senior management.

     Interest  Expense,  Net of Interest  Income.  Interest expense and interest
income were not significant in either fiscal year.

     Net Loss. For the year ended March 31, 2000, our net loss totaled $152,765,
as compared to a loss of  $1,091,367  for the year ended  March 31,  1999.  This
smaller loss is the result of  improvements  in sales volume and  production  of
higher margin products,  in particular the UNIPROOF(R)  proofing paper. The loss
from  discontinued  operations  was zero in fiscal  2000  compared to $35,333 in
fiscal  1999.  Excluding  the loss from  discontinued  operations  of $35,333 in
fiscal 1999 would have resulted in a net loss from continuing operations in such
year of $1,056,034.

Comparison  of Fiscal Year Ended March 31, 1999  (Revised)  to Fiscal Year Ended
March 31, 1998 (Revised)

     Sales

     Sales  decreased  to  $1,191,583  for the year  ended  March 31,  1999 from
$1,942,142 for the year ended March 31, 1998. The $750,559,  or 39%, decrease in
sales was mainly attributable to decreased sales of printing  equipment,  due to
the closing of that division.  Our three largest customers  accounted for 42% of
revenues for the year ended March 31, 1999  compared with 68% for the year ended
March 31, 1998.

     Cost of Sales

     Cost of sales for the year ended March 31, 1999 were  $1,115,779  or 94% of
sales,  compared  to  $1,729,968  for the year ended March 31,  1998,  or 89% of
sales. The decrease in amount resulted primarily from the cessation of equipment
manufacturing,  and the  increase in  percentage  of sales  occurred  because of
reduced fiscal 1999 revenues.

Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
increased to $877,806,  or 74% of sales, for the year ended March 31, 1999, from
$766,931,  or 39% of sales,  for the year ended March 31, 1998. This increase of
$110,875  stemmed  primarily from  increased  research and  development  and the
Company's  efforts to introduce its KH-30(R) oil well  cleaner.  The increase in
percentage of sales was due primarily to lower sales while these activities were
occurring.

     Executive Services Contributed by Management. Each of the years included an
expense of  $250,000  related  to  imputed  but  unpaid  salaries  for  services
contributed by senior management.

     Interest  Expense,  Net of Interest  Income.  Interest expense and interest
income were not significant in either fiscal year.

     Net  Loss.  For the  year  ended  March  31,  1999,  our net  loss  totaled
$1,091,367  as compared  to a net loss of $542,315  for the year ended March 31,
1998.  This  increase in the amount of loss can be  attributed  to lower overall
sales and to  increased  expenditures  in fiscal  1999  related  to  efforts  to
introduce KH-30(R) and development  expenses for the UNIPROOF(R) proofing paper.
The fiscal 1999 loss from  discontinued  operations  was $35,333  compared  with
fiscal 1998 income of $279,301,  which amount included an extraordinary  gain of
$325,000  experienced in fiscal 1998 due to the  cancellation of shares returned
to the  Company  as a  result  of the  settlement  of  claims  arising  from the
discontinuance of the equipment  division.  Excluding the loss from discontinued
operations  in fiscal 1999 would have  resulted in an overall  loss in such year
from continuing  operations of $1,056,034.  The loss from continuing  operations
was $821,616 for fiscal 1998.

                                       14
<PAGE>

Liquidity and Capital Resources

     Since the  acquisition  of  United  Energy in 1995,  we have  financed  our
operations  through loans and equity  contributions  from principals (namely Mr.
Ronald Wilen and Mr.  Robert  Seaman),  and from third parties  supplemented  by
funds  generated by our business.  As of March 31, 2001, we had $96,695 in cash,
accounts  receivable  of $970,433 and  inventories  of $121,753.  The  principal
shareholders  of the  Company  remain  committed  to  provide  funds as  needed,
although it is not anticipated that such  contributions  from principals will be
necessary.

     Net Cash Provided by Operating  Activities.  Net cash provided by operating
activities  increased  to $59,882  for the fiscal year ended March 31, 2001 from
($466,560)  for the fiscal  year  ended  March 31,  2000,  a total  increase  of
$526,442.

     Net  Cash  Provided  by  Financing  Activities.  Net  cash  generated  from
financing  activities decreased to $(406) for the year ended March 31, 2001 from
$356,271 for the year ended March 31,  2000,  a net  decrease of  $356,677.  The
higher amount in 2000 had been needed to cover increased accounts receivable and
increased inventory over the prior year.

     Accounts  payable and accrued  expenses  increased  $251,578 to $636,754 at
fiscal  year end  2001  from  $385,176  in 2000.  However,  in 2001,  due to our
expanding  business,  sales increased to  approximately  $3,482,915 in 2001 from
$2,585,556 in 2000.

     At March 31, 2001, accounts receivable  increased to $970,433,  a $524,484,
or 118%  increase,  over the balance at March 31, 2000 of $445,949.  Most of the
increase was related to the increased sales volume of our  UNIPROOF(R)  proofing
paper during fiscal 2001.  Also,  there were a number of large orders shipped in
the fourth  quarter of fiscal 2001 for which  payment  had not been  received at
fiscal year end.

     Inventories  at March 31, 2001 were  $121,753,  a decrease of $470,532 from
the  balance  of  $592,285  at March  31,  2000.  Most of the  decrease  was due
shipments to the Alameda Company just before fiscal year end.

     Our  capital  requirements  have grown,  consistent  with the growth of our
operations  and  staffing.  We expect our  capital  requirements  to continue to
increase in order to expand and maintain our growth and to become a  competitive
force in the proofing paper and specialty chemical industries. Our market shares
in these markets are not currently quantifiable,  although we believe them to be
very small.  Until 2001 we have incurred  continuing  significant  negative cash
flows from operations.  Continued  operations have relied primarily on financing
activities.  We  believe  that the  capital  currently  available  to us will be
sufficient to sustain our current level of  operations.  However,  to be able to
grow and to take advantage of anticipated  opportunities we will need additional
capital. We believe such capital will be available to us on reasonable terms.

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

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

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

                                       15
<PAGE>

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

     The credit line also carries  certain  income and balance  sheet tests that
the Company must meet  quarterly and  annually.  The several  documents  setting
forth the Company's  rights and obligations  with respect to the credit line are
filed as exhibits to our registration statement, as amended on Form 10/A1, filed
December  20,  2000,  and  readers  are  referred  to  them  for  more  complete
information.

     Through  March 31,  2001,  the Company  had  borrowed a maximum of $160,000
under the credit  line for working  capital to fill  orders for its  UNIPROOF(R)
proofing paper. This amount was subsequently  repaid.  Any projections of future
cash needs and cash flows are  subject to  substantial  uncertainty.  We believe
that our current  cash,  cash  equivalents  and available  borrowings  under our
credit  facility  will be  sufficient  to meet our  working  capital and capital
expenditures  requirements  for at least the next twelve  months.  There were no
amounts due at March 31, 2001 and the full line was available to use.

     Furthermore,  the revenues from the Company's  UNIPROOF(R)  proofing  paper
have  reduced  the  need  for  outside  financing,  except  to the  extent  that
additional  working capital is required to support  increasing sales. One of the
beneficial  effects of the  Alameda  contract  is to  diminish  the need for the
Company to carry ever higher levels of UNIPROOF(R)  inventory,  thereby reducing
its working capital needs.

Reporting by Segments

     The Company considers itself to be primarily a specialty  chemicals company
because of its decision in fiscal 1998 to close its printing  equipment division
and focus  primarily  on the sale of its  KH-30(R)  oil well cleaner and related
products. However, a significant portion of its revenues has been related to the
printing and the graphic arts industry. This will continue to be the case in the
future if sales of our  UNIPROOF(R)  proofing paper increase.  Also,  during the
past three fiscal years, the Company has derived  additional  revenues by acting
as a graphic arts products distributor.

     The following  table shows the  proportion of total  revenues by segment in
each of the last three fiscal years.

<TABLE>
<CAPTION>
                                                                        Specialty
Fiscal Year                                                           Graphic Arts        Chemicals
-----------                                                           ------------        ---------
<S>                                                                      <C>              <C>
  1999..........................................................         $ 890,458        $ 301,125
  2000..........................................................         1,970,701          614,855
  2001..........................................................         3,190,824          292,091
</TABLE>

Statement Regarding Inflation

     The  Company  does  not  believe  that  inflation  in the  cost  of its raw
materials has had or will have any significant negative impact on its operations
in the past or in the future.

Item 7a.  Quantitative and Qualitative Disclosures about Market Risk

     The  Company  does  not  engage  in any  transactions  involving  financial
instruments or in hedging transactions with respect to its operations.

Item 8.   Consolidated Financial Statements and Supplementary Data

     Consolidated  financial  statements  as of  March  31,  2001 and  2000,  as
revised,  and for the fiscal  years  ended  March 31,  2001,  2000 and 1999,  as
revised, are included as part of this annual report on Form 10-K/A.

Certain quarterly information is presented below.


                                       16
<PAGE>

                   Revised Unaudited Quarterly Financial Data
                             Consolidated Statements
                                  of Operations
                        Fiscal Year ended March 31, 2001

<TABLE>
<CAPTION>
                                                     Revised          Revised          Revised          Revised          Revised
                                                   1st Quarter      2nd Quarter      3rd Quarter      4th Quarter      Fiscal Year
                                                   -----------      -----------      -----------      -----------      -----------
<S>                                               <C>              <C>              <C>              <C>              <C>
Operating revenues ..........................     $    836,332     $    736,763     $  1,281,608     $    628,212     $  3,482,915
Cost of goods sold ..........................          546,330          524,896          894,717          359,709        2,325,652
Gross profit ................................          290,002          211,867          386,891          268,503        1,157,263
General and administrative ..................          303,344          158,053          261,955          329,438        1,052,790
Executive Services ..........................           62,500           62,500           62,500           62,500          250,000
Depreciation and amortization ...............            4,385            4,385            4,385            3,417           16,572
Interest expense (income) ...................              934            3,995            3,945            1,362           10,236
Legal settlement ............................               --               --               --         (231,981)        (231,981)
Income(Loss)from continuing operations ......          (81,161)         (17,066)          54,106         (360,195)        (404,316)
Income tax ..................................               --               --               --               --               --
Net income (loss) ...........................          (81,161)         (17,066)          54,106         (360,195)        (404,316)
Retained earnings (deficit), beginning ......     $ (3,376,102)    $ (3,457,263)    $ (3,474,329)    $ (3,420,223)    $ (3,376,102)
Retained Earnings (deficit), ending .........     $ (3,457,263)    $ (3,474,329)    $ (3,420,223)    $ (3,780,418)    $ (3,780,418)
Per share information:
Earnings (loss) per share - basic and diluted     $      (0.01)    $       0.00     $       0.00     $      (0.02)    $      (0.03)
Weighted average shares outstanding .........     $ 15,830,270       15,830,270       15,830,270       15,830,270       15,830,270
Cash dividends paid .........................     $       0.00     $       0.00     $       0.00     $       0.00     $       0.00

</TABLE>

                   Revised Unaudited Quarterly Financial Data
                             Consolidated Statements
                                  of Operations
                        Fiscal Year ended March 31, 2000

<TABLE>
<CAPTION>
                                                     Revised           Revised         Revised          Revised          Revised
                                                   1st Quarter      2nd Quarter      3rd Quarter      4th Quarter          Year
                                                   -----------      -----------      -----------      -----------          ----
<S>                                               <C>              <C>              <C>              <C>              <C>
Operating revenues ..........................     $    502,616     $    394,633     $    868,747     $    819,560     $  2,585,556
Cost of goods sold ..........................          280,260          203,676          496,857          387,934        1,368,727
Gross profit ................................          222,356          190,957          371,890          431,626        1,216,829
General and administrative ..................          189,721          200,013          255,280          454,690        1,099,705
Executive Services ..........................           62,500           62,500           62,500           62,500          250,000
Depreciation and amortization ...............            4,553            3,915            4,555            4,443           17,465
Interest expense (income) ...................           (1,343)           1,002              992            1,772            2,424
Income (loss) from continuing operations ....          (33,075)         (76,473)          48,563          (91,780)        (152,765)
Income tax ..................................               --               --               --               --               --
Net income (loss) ...........................          (33,075)         (76,473)          48,563          (91,780)        (152,765)
Retained Earning (deficit), beginning .......     $ (3,223,337)    $ (3,256,412)    $ (3,332,885)    $ (3,284,324)    $ (3,223,337)
Retained Earning (deficit), ending ..........     $ (3,256,412)    $ (3,332,885)    $ (3,284,324)    $ (3,376,102)    $ (3,376,102)
Per share information:
Earnings (loss) per share - basic and diluted     $       0.00     $       0.00     $       0.00     $       0.00     $      (0.01)
Weighted average shares outstanding .........       15,753,770       15,776,270       15,811,053       15,834,180       15,790,853
Cash dividends paid .........................     $       0.00     $       0.00     $       0.00     $       0.00     $       0.00
</TABLE>

     The financial  information appearing above conforms with our Forms 10-Q, as
amended, for the periods in question.

Item 9.   Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure

     There have been no disagreements between the Company and our accountants on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure.


                                       17
<PAGE>

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

     SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS AS OF MARCH 31, 2001
                              AND JANUARY 31, 2002

<TABLE>
<CAPTION>
                                                                                          Amount of
                                                                                         and Nature
                                                          Name & Address                 Beneficial      Percent
Title of Class                                          of Beneficial Owner               Ownership     of Class*
--------------                                          -------------------               ---------     ---------
<S>                                                    <C>                                <C>              <C>
Common Stock.....................................      Ronald Wilen                       3,570,000        22.5%
                                                       United Energy Corp.                (Direct)
                                                       600 Meadowlands Pkwy.
                                                       Secaucus, N.J. 07094

Common Stock.....................................      Robert L. Seaman                   1,861,627        11.8%
                                                       515 Madison Ave. (Direct)          (Direct)
                                                       New York, NY 10022

Total of all shareholdings of directors and
officers as of March 31, 2001 and January 31, 2002*                                       5,431,627*       34.3%*
</TABLE>

*please see information below regarding directors elected on August 22, 2001.

     As reported in its Form 10-Q for the period  ended  September  30, 2001 the
shareholders  of the Company  elected the following  individuals as directors of
the Company at a meeting held on August 22, 2001.

     Reginald L. Babcock
     Martin Rappaport
     Robert L. Seaman
     Thomas F. Spencer
     Ronald Wilen

     The  Directors  elected on August 22, 2001,  other than Mr.  Seaman and Mr.
Wilen, have  shareholdings as follows:  Mr. Babcock -0; Mr. Rappaport - 677,310;
Mr.  Spencer - 0.  Including Mr.  Rappaport's  shareholdings  in the above table
would  result in total  shareholdings  of  directors  and  officers of 6,108,937
shares, or 37.9% of the outstanding shares.

     In addition,  as reported in the Company's proxy  statement,  Mr. Rappaport
owns the company from which United  Energy leases the 9,600 square foot facility
it occupies in Secaucus,  New Jersey.  The lease term  extends to September  30,
2002. The Company pays $92,640 per year under this lease.

     There are no  arrangements  known to the Company  which  could  result in a
change of control of the Company.

                        DIRECTORS AND EXECUTIVE OFFICERS

     The  following  table shows the positions  held by the Company's  executive
officers during the fiscal year ended March 31, 2001 and as of January 31, 2002.
Directors  are elected  annually and serve until the next annual  meeting of the
Company's  stockholders,  and until their  successors have been elected and have
qualified.  Officers  are  appointed  to their  positions,  and continue in such
positions, at the discretion of the directors.


                                       18
<PAGE>

<TABLE>
<CAPTION>
Name                                  Age       Position                              Held Such Positions Since
----                                  ---       --------                              -------------------------
<S>                                    <C>      <C>                                            <C>
Ronald Wilen...................        63       President, Director*                           1995
Robert Seaman..................        59       Executive Vice President,                      1995
                                                Secretary/Treasurer, Director
</TABLE>

     *In August 2001 Mr.  Wilen  became  Chairman of the Board of the Company in
     order to make  available  the  position  of  President  for an  experienced
     marketing executive.

There are no family relationships among Officers and/or Directors, including
among the Directors elected on August 22, 2001.

Ronald Wilen

     Since  October  1995 Mr.  Wilen  has been  primarily  engaged  as the chief
executive officer of United Energy Corp., serving as its President and as one of
its two directors.  Mr. Wilen has also served during the period as the President
of Nor  Industries,  Inc.,  the principal  subsidiary of United  Energy.  In the
period from April 1995 through  October 1995 Mr. Wilen was primarily  engaged in
overseeing  the  development  of the assets which are now part of United Energy,
assembling  the team of  administrative  and  technical  personnel to run United
Energy and in arranging for the  acquisition  of the Company which took place in
October 1995.

     Mr. Wilen spends 100% of his business time on the affairs of United Energy.

Robert L. Seaman

     Since October 1995 Mr. Seaman has served as the Executive  Vice  President,
Secretary/Treasurer  and  General  Counsel  of United  Energy  Corp.  From April
through  October of 1995,  Mr.  Seaman  assisted  in the  acquisition  of United
Energy.

     For the same period Mr.  Seaman has  continued to serve a number of clients
as a private  corporate  attorney  practicing from an office at 515 Madison Ave.
New York,  NY 10022 as a member of the firm of  Seaman & Wehle,  attorneys.  Mr.
Seaman has been a practicing  attorney in New York since 1969,  primarily in the
areas  of  corporate,   securities  and   commercial   law.  Mr.  Seaman  spends
approximately 40% of his business time on the affairs of United Energy.

     Mr. Seaman serves on the boards of directors of several private, non-public
companies.  Also,  since  January 1999 he has held the position of President and
Director  of  Quantitative  Methods  Corporation.  Quantitative  has a class  of
securities  registered under Section 15(d) of the Securities Exchange Act and is
publicly   traded.   Quantitative   is  an  early   development   stage  company
headquartered in Montreal, Canada which hopes to acquire and develop a portfolio
of emerging  technology  companies.  Mr. Seaman spends  approximately 10% of his
business time on the affairs of Quantitative Methods.

     Set forth below is a brief statement of the business backgrounds of each of
the persons,  other than Mr. Seaman and Mr. Wilen, who was elected a director of
the  Company on August 22,  2001,  in each case  covering at least the last five
years.

Reginald L. Babcock, Age 50

     Mr. Babcock is an attorney with Killian, Donohue & Shipman LLC in Hartford,
Connecticut. He was Vice President, General Counsel & Secretary of CTG Resources
until 2000.  Currently he  specializes  in consulting to companies on matters of
corporate governance. He currently serves as Secretary to the Company (replacing
Mr. Seaman in such role) and serves on the boards of several private companies.

Martin Rappaport, Age 66

     Mr.  Rappaport is  self-employed,  and develops and manages  commercial and
residential  real estate  interests  (including  office  space  leased to United
Energy),  having  done so for the  past  30  years.  He is  active  with,  and a
contributor to, Blythedale Childrens Hospital in Valhalla, New York.


                                       19
<PAGE>

Thomas Spencer, Age 57

     Mr.  Spencer is a principal in Hawkeye  Management  and  Research  which is
focused on corporate restructuring and private investment management.  From 1975
and 1979 he was employed by Phelps Dodge Corporation in various financial roles;
from  1979  to  1980  by  A.T.  Kearney,  Management  Consultants,  in  strategy
development; and from 1980 to 1988 he was Vice President,  Planning at Crane Co.
Subsequently he worked as an investment banker and restructuring  specialist for
a Wall Street firm. In 1993 and 1994 he served as a Senior Advisor to the Polish
Ministry of  Privatization,  specializing in business  restructuring,  and later
performed  similar functions in Russia and China. Mr. Spencer also serves on the
boards of, or advisor  to,  several  New York based  non-profit  and  charitable
organizations.

     As of March 31,  2001,  there were no persons  other than Mr. Wilen and Mr.
Seaman who could be deemed  either  "promoters"  or  "controlling  persons" with
respect to United Energy Corp.

Item 11.  Executive Compensation

     During the three  fiscal  years  ended  March 31,  2001 the  Company had no
arrangements  for the  remuneration  of its officers and directors,  except that
they  were   entitled  to  receive   reimbursement   for  actual,   demonstrable
out-of-pocket expenses, including travel expenses, if any, made on the Company's
behalf.  The Company will pay compensation to the officers and directors elected
in 2001, if at all, at a rate yet to be determined by the board of directors.

     The following table sets forth the compensation,  if any, and the nature of
such  compensation,  received from the Company by Mr. Wilen and Mr. Seaman,  the
only two executive  officers of the Company during each of the last three fiscal
years.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                       Annual Compensation                Long-Term Compensation
                                                       -------------------                ----------------------
                                                                        Other                 Securities                 All
                                                                       Annual   Restricted    Underlying                Other
Name and                              Fiscal                           Compen-     Stock        Options      LTIP      Compen-
Principal Position                     Year      Salary       Bonus    sation      Award         SARS       Payouts    sation
------------------                     ----      ------       -----    ------      -----         ----       -------    ------
<S>                                    <C>          <C>         <C>      <C>         <C>           <C>         <C>        <C>
Ronald Wilen,....................      2001         0           0        (1)         0             0           0          0
  President                            2000         0           0        (1)         0             0           0          0
                                       1999         0           0        (1)         0             0           0          0

Robert Seaman,...................      2001         0           0         0          0             0           0          0
  Executive Vice President             2000         0           0         0          0             0           0          0
                                       1999         0           0         0          0             0           0          0
</TABLE>

     (1) During the fiscal year ended March 31,  2001,  the Company  paid for an
automobile  used by Mr.  Wilen under a monthly  lease of $450.  It also paid for
medical  insurance for Mr. Wilen at a rate of $556.59 per month.  Even though no
salaries  were  received by Messrs.  Wilen and  Seaman,  the  Company's  revised
financial  statements  reflect imputed salaries for these individuals  totalling
$250,000 for each of the above fiscal years.

     On May 3, 1999, the Company adopted a  comprehensive  stock option plan for
its  officers,  employees  and  consultants.  Also,  on May 3, 1999 the board of
directors of the Company  acting in its  capacity as the stock option  committee
awarded options to purchase 750,000 shares of the Company's common stock to each
of Mr. Wilen and Mr. Seaman.  The options so granted were exercisable at a price
of $1.50 per share (the closing price on the date of grant) and were valid for a
term of 10 years.  However,  none of such options were  exercised and the option
plan  lapsed by its terms  because it was not  approved by the  shareholders.  A
similar  substitute plan was approved by the shareholders on August 22, 2001. No
options have been granted to Mr. Wilen or Mr. Seaman under such plan.


                                       20
<PAGE>

                        OPTIONS/SAR GRANTS IN FISCAL YEAR
                              ENDED MARCH 31, 2001

<TABLE>
<CAPTION>

                                 Individual Grants
                                 -----------------
                               Number of     Percent of
                              Securities   Total Options/                                   Potential Realization
                              Underlying        SARS                                      Value at Assumed Rates of
                               Options/      Granted to    Exercise of                    Stock Price Appreciation
                                 SARS         Employees    Base Price   Expiration                   For
Name                            Granted    in Fiscal Year    ($/SH)        Date                  Option Term
----                            -------    --------------    ------        ----                  -----------
<S>                             <C>                                                          <C>           <C>
                                                                                             5%($)         10%($)
Ronald Wilen-                   none
Robert Seaman-                  none
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     The following  table sets forth, as of March 31, 2001 and as of January 31,
2002,  information  regarding the beneficial  ownership of shares by each person
known by the Company to own more than five percent of the outstanding shares.

                       HOLDERS OF GREATER THAN 5% OF CLASS

<TABLE>
<CAPTION>
                                      Name & Address                           Amount of and Nature
Title of Class                      of Beneficial Owner                        Beneficial Ownership  Percent of Class
--------------                      -------------------                        --------------------------------------
<S>                                <C>                                                <C>               <C>
Common Stock                       Ronald Wilen                                       3,570,600         22.5%
                                   United Energy Corp.                                (Direct)
                                   600 Meadowlands Pkwy.
                                   Secaucus, N.J. 07094

Common Stock                       Robert L. Seaman                                   1,861,627         11.8%
                                   515 Madison Ave.                                   (Direct)
                                   New York, NY 10022

Total of all shareholdings of
holders of more than five percent.                                                    5,431,627         34.3%
</TABLE>

Item 13.  Certain Relationships and Related Transactions.

     During the fiscal year ended March 31, 2001 no officer,  director,  nominee
for election as a director or associate of such officer, director or nominee is,
or was,  indebted to the Company or engaged in any other  transactions  with the
Company.  However, Mr. Martin Rappaport,  who owns the company from which United
Energy  leases the 9,600  square foot  facility it  occupies  in  Secaucus,  New
Jersey,  was elected a director on August 22,  2001.  The lease term  extends to
September 30, 2002. The Company pays $92,640 per year under this lease. No other
such transactions are proposed.

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     The  financial  statement  schedules  and exhibits  filed as a part of this
annual report on Form 10-K/A are as follows:

     Financial Statement Schedules     Schedule II - Schedule of Valuation and
                                       Qualifying Accounts -filed with Form 10-K
                                       on June 29, 2001 and re-filed herewith.

     Exhibits: All of the exhibits listed below are incorporated by reference as
follows.


                                       21
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number    Item
------    ----

(3)       (I)       Articles of Incorporation*

          (IA)      Amendment adopted August 22, 2001***

          (II)      By-Laws*

(4)       Instruments Defining the Rights of Security Holders

          (a)       Articles of Incorporation: Articles Fourth, Fifth and
                    Seventh*

          (b)       By-Laws: Article I: Sections: Six, Seven, Eight, Nine, Ten;*
                    Article II: Section Nine: Article IV: Section Two*

          (c)       Form of Stock Certificate of the Company*

(10)      Material Contracts

          (a)       1999 Comprehensive Stock Option Plan*

          (b)       Distribution Agreement and Option Agreement with
                    International Research and Development dated August 25,
                    1999*

          (c)       Joint Marketing Agreement with ChemTech (a Division of
                    Smith International) dated March 2, 2000*

          (d)       Credit Line Agreement (with related documents) with Fleet
                    Bank, N.A entered into during June 2000**

          (e)       Distribution Agreement with the Alameda Company dated
                    September 22, 2000**

          (f)       2001 Equity Incentive Plan adopted August 22, 2001***

(11)      Statement re Computation of Per Share Earnings*

(12)      Statement re Computation of Ratios (not applicable)

(13)      Annual Report to Shareholders  (not applicable)

(16)      Letter re Change in Certifying Accountant*

(18)      Letter re Accounting Principles (not applicable)

(21)      List of Subsidiaries*

          *filed with original Form 10 on June 20, 2000.

          **filed with Amendment No. 1 to Form 10 on December 20, 2000

          ***filed with Form 10-Q for period ended September 30, 2001 and
          incorporated herein by reference.

Reports on Form 8-K:     None


                                       22
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Sections 12 of the Securities  Exchange Act
of 1934,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                            UNITED ENERGY CORPORATION
                                  (Registrant)


By   \s\  Ronald Wilen                                          January 31, 2002
     -----------------------------------                        ----------------
          Ronald Wilen, President                                     Date

By   \s\  Robert L. Seaman                                      January 31, 2002
     -----------------------------------                        ----------------
          Robert L. Seaman, Principal Financial Officer               Date

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

     \s\  Ronald Wilen                                          January 31, 2002
     -----------------------------------                        ----------------
          Ronald Wilen, Director                                      Date

     \s\  Robert L. Seaman                                      January 31, 2002
     -----------------------------------                        ----------------
          Robert L. Seaman, Director                                  Date

     \s\  Reginald L. Babcock                                   January 31, 2002
     -----------------------------------                        ----------------
          Reginald L. Babcock, Director                               Date

     \s\  Andrea Pampanini                                      January 31, 2002
     -----------------------------------                        ----------------
          Andrea Pampanini, Director                                  Date

     \s\  Martin Rappaport                                      January 31, 2002
     -----------------------------------                        ----------------
          Martin Rappaport, Director                                  Date

     \s\  Thomas F. Spencer                                     January 31, 2002
     -----------------------------------                        ----------------
          Thomas F. Spencer, Director                                 Date


                                       23
<PAGE>

UNITED ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2001 (REVISED) AND 2000 (REVISED)
TOGETHER WITH AUDITORS' REPORT


<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS


                                      Page

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS..........................       F-2

CONSOLIDATED FINANCIAL STATEMENTS
     Consolidated Balance Sheets as of March 31, 2001 (Revised)
         and 2000 (Revised).......................................       F-3
     Consolidated Statements of Operations for the Years Ended
         March 31, 2001 (Revised), 2000 (Revised) and
         1999 (Revised)...........................................       F-4
     Consolidated Statements of Stockholders' Equity for the
         Years Ended March 31, 2001 (Revised), 2000 (Revised)
         and 1999 (Revised).......................................       F-5
     Consolidated Statements of Cash Flows for the Years
         Ended March 31, 2001 (Revised), 2000 (Revised) and
         1999 (Revised)...........................................       F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (REVISED)..............    F-7-F-16

SCHEDULE II - Schedule of Valuation and Qualifying Accounts.......   Schedule II


                                      F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of United Energy Corporation:

We have audited the  accompanying  consolidated  balance sheets of United Energy
Corporation (a Nevada  corporation)  and  subsidiaries  as of March 31, 2001 and
2000,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for each of the three  years then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

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 commencing in 1996.
In addition,  certain other adjustments were reflected, as discussed in Note 14.
None of these  adjustments  impacted  working  capital  or  total  stockholders'
equity.  The  financial  statements  presented  have been revised to reflect the
above.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The schedule of valuation and qualifying
accounts - Schedule  II of this Form  10-K/A for the three years ended March 31,
2001 is presented for the purpose of complying  with the Securities and Exchange
Commission's  rules  and is not part of the  basic  financial  statements.  This
schedule has been subjected to the auditing  procedures  applied in the audit of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.


New York, New York                                   \s\ ARTHUR ANDERSEN LLP

June 12, 2001 (except  with  respect to the matters  discussed in Note 14, as to
which the date is July 20, 2001, respectively)


                                      F-2
<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                   MARCH 31, 2001 (Revised) AND 2000 (Revised)

<TABLE>
<CAPTION>
                                                                                         2001           2000
                                                                                         ----           ----
                                                                                       (Revised)     (Revised)
                                     ASSETS
CURRENT ASSETS:
<S>                                                                                  <C>            <C>
     Cash and cash equivalents ...................................................   $    96,695    $    46,008
     Accounts receivable, net of allowance for doubtful accounts of
         $71,656 and $18,260, respectively .......................................       970,433        445,949
     Inventory ...................................................................       121,753        592,285
                                                                                     -----------    -----------
              Total current assets ...............................................     1,188,881      1,084,242
PROPERTY AND EQUIPMENT, net of accumulated depreciation and
     amortization of $19,847 and $17,320, respectively ...........................         7,134          9,661
OTHER ASSETS:
     Goodwill, net of accumulated amortization of $11,935 and $7,957, respectively        74,588         78,566
     Patent, net of accumulated amortization of $19,545 and $9,479 respectively ..       139,511        140,789
     Other assets ................................................................         1,585          1,585
                                                                                     -----------    -----------
              Total assets .......................................................   $ 1,411,699    $ 1,314,843
                                                                                     ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Revolving line of credit ....................................................   $        --    $     5,697
     Accounts payable and accrued expenses .......................................       636,754        385,176
     Accounts payable to shareholder .............................................       350,000        350,000
     Related party loans payable .................................................        30,009         24,718
                                                                                     -----------    -----------
              Total current liabilities ..........................................     1,016,763        765,591
                                                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY:
     Common stock: $0.01 par value 100,000,000 shares authorized; 16,580,270
         and 15,830,270 shares issued and 15, 830,270 and 15,830,270 shares
         outstanding as of March 31, 2001 and 2000, respectively .................       158,302        158,302
     Additional paid-in capital ..................................................     4,042,052      3,792,052
     Stock subscription receivable ...............................................       (25,000)       (25,000)
     Accumulated deficit .........................................................    (3,780,418)    (3,376,102)
                                                                                     -----------    -----------
              Total stockholders' equity .........................................       394,936        549,252
                                                                                     -----------    -----------
              Total liabilities and stockholders' equity .........................   $ 1,411,699    $ 1,314,843
                                                                                     ===========    ===========
</TABLE>

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


                                      F-3
<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED MARCH 31, 2001(Revised), 2000 (Revised) AND 1999 (Revised)

<TABLE>
<CAPTION>

                                                               2001            2000            1999
                                                               ----            ----            ----
                                                            (Revised)       (Revised)        (Revised)
<S>                                                       <C>             <C>             <C>
REVENUES, net .........................................   $  3,482,915    $  2,585,556    $  1,191,583
COST OF GOODS SOLD ....................................      2,325,652       1,368,727       1,115,779
                                                          ------------    ------------    ------------
   Gross profit .......................................      1,157,263       1,216,829          75,804
                                                          ------------    ------------    ------------

OPERATING EXPENSES:
   General and administrative .........................      1,052,790       1,099,705         877,806
   Executive Services Contributed by Management .......        250,000         250,000         250,000
   Depreciation and amortization ......................         16,572          17,465           7,434
                                                          ------------    ------------    ------------
   Total operating expenses ...........................      1,319,362       1,367,170       1,135,240
   Income (Loss) from operations ......................       (162,099)       (150,341)     (1,059,436)

OTHER INCOME (EXPENSE), net:
   Interest income ....................................          1,581          10,028           4,770
   Interest expense ...................................        (11,817)        (12,452)         (1,368)
   Legal settlement ...................................       (231,981)             --              --
                                                          ------------    ------------    ------------
           Total other income (expense), net ..........       (242,217)         (2,424)          3,402
                                                          ------------    ------------    ------------
           Net Income (Loss) from continuing operations       (404,316)       (152,765)     (1,056,034)

INCOME (LOSS) FROM DISC. OPERATIONS (Note 10) .........             --              --         (35,333)
                                                          ------------    ------------    ------------
           Net Income (Loss) ..........................   $   (404,316)   $   (152,765)   $ (1,091,367)

BASIC AND DILUTED LOSS PER SHARE:
   Income (Loss) from continuing operations ...........   $      (0.03)   $      (0.01)   $      (0.07)
   Loss from discontinued operations ..................            -.-             -.-             -.-
                                                          ------------    ------------    ------------
           Total basic loss per share .................   $      (0.03)   $      (0.01)   $      (0.07)
                                                          ============    ============    ============
WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING, basic and diluted .....................     15,830,270      15,790,853      15,405,635
                                                          ============    ============    ============
</TABLE>

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


                                      F-4
<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 FOR THE YEARS ENDED MARCH 31, 2001 (Revised), 2000 (Revised) AND 1999 (Revised)

<TABLE>
<CAPTION>
                                                                             Additional     Stock
                                                         Common Stock         Paid-In    Subscription   Accumulated
                                                      Shares       Amount     Capital     Receivable      Deficit         Total
                                                      ------       ------     -------     ----------      -------         -----
<S>                                                 <C>          <C>        <C>            <C>          <C>            <C>
BALANCE, March 31, 1998
As originally stated ............................   15,149,936   $151,499   $ 1,851,605    $(103,000)   $ (1,631,970)  $   268,134
     Adjustments ................................       50,000        500       499,500                    (500,000)
BALANCE, March 31, 1998 (revised) ...............   15,199,936   $151,999   $ 2,351,105    $(103,000)   $(2,131,970)   $   268,134
     Common stock issued ........................      400,000      4,000       496,000           --             --        500,000
     Common stock issued to acquire
         Green Globe Industries, Inc. ...........       30,000        300        50,700           --             --         51,000
     Common stock issued to former
         shareholder ............................        1,334         13           (13)          --             --             --
     Common stock issued for services
         received ...............................      100,000      1,000       242,750           --             --        243,750
     Receipt of cash from and write-off of
         portion of stock subscription
         receivable .............................           --         --       (23,000)      78,000             --         55,000
     Executive services contributed by management           --         --       250,000           --             --        250,000
     Net Income (Loss) ..........................           --         --            --           --     (1,091,367)    (1,091,367)
                                                    ----------   --------   -----------    ---------    -----------    -----------
BALANCE, March 31, 1999 .........................   15,731,270    157,312     3,367,542      (25,000)    (3,223,337)       276,517
     Common stock issued for
         services received ......................       99,000        990       174,510           --             --        175,500
     Executive services contributed by management           --         --       250,000           --             --        250,000
     Net loss ...................................           --         --            --           --       (152,765)      (152,765)
                                                    ----------   --------   -----------    ---------    -----------    -----------
BALANCE, March 31, 2000 .........................   15,830,270    158,302     3,792,052      (25,000)    (3,376,102)       549,252
     Executive services contributed by management           --         --       250,000           --             --        250,000
     Net Income (Loss) ..........................           --         --            --           --       (404,316)      (404,316)
                                                    ----------   --------   -----------    ---------    -----------    -----------
BALANCE, March 31, 2001 .........................   15,830,270   $158,302   $ 4,042,052    $ (25,000)   $(3,780,418)   $   394,936
                                                    ==========   ========   ===========    =========    ===========    ===========
</TABLE>

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


                                      F-5
<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2001 (REVISED), 2000 (REVISED) AND 1999 (REVISED)

<TABLE>
<CAPTION>
                                                                     2001          2000         1999
                                                                     ----          ----         ----
<S>                                                               <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ...................................................   $(404,316)   $(152,765)   $(1,091,367)
   Adjustments to reconcile net income (loss) to net cash
       provided by operating activities-
       Depreciation and amortization ..........................      16,572       17,465          7,434
       Noncash consulting expense .............................          --      175,500        243,750
       Executive services contributed by management ...........     250,000      250,000        250,000
   Changes in operating assets and liabilities-
       (Increase) decrease in accounts receivable .............    (524,484)    (336,212)        37,942
       Decrease (increase) in inventory .......................     470,532     (543,790)       (19,366)
       Decrease (increase) in other assets ....................          --        3,154           (939)
       Increase (decrease) in accounts payable and accrued
           expenses ...........................................     251,578      120,088        (55,646)
                                                                  ---------    ---------    -----------
           Net cash provided by (used in) operating activities       59,882     (466,560)      (628,192)
                                                                  ---------    ---------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Payments for acquisition of property and equipment .........          --           --         (1,506)
   Payments for patent ........................................      (8,789)     (16,151)       (76,744)
                                                                  ---------    ---------    -----------
           Net cash used in investing activities ..............      (8,789)     (16,151)       (78,250)
                                                                  ---------    ---------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on line of credit .................................    (165,697)      (6,370)        (6,949)
   Proceeds from line of credit ...............................     160,000           --             --
   Proceeds from loans payable to related party ...............       5,291       12,641          6,577
   Proceeds from accounts due to shareholder ..................          --      350,000             --
   Proceeds from stock subscription receivable ................          --           --         55,000
   Proceeds from issuance of common stock .....................          --           --        500,000
                                                                  ---------    ---------    -----------
           Net cash (used in) provided by financing activities         (406)     356,271        554,628
                                                                  ---------    ---------    -----------
           Net increase (decrease) in cash and cash equivalents      50,687     (126,440)      (151,814)
CASH AND CASH EQUIVALENTS, beginning of year ..................      46,008      172,448        324,262
                                                                  ---------    ---------    -----------
CASH AND CASH EQUIVALENTS, end of year ........................   $  96,695    $  46,008    $   172,448
                                                                  =========    =========    ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:
   Cash paid during the year for-
       Interest ...............................................   $  11,198    $  12,452    $     1,368
       Income taxes ...........................................       5,066          800            600
SUPPLEMENTAL DISCLOSURES OF NONCASH
   ACTIVITIES:
   Forgiveness of stock subscription receivable ...............   $      --    $      --    $    23,000
   Common stock issued for acquisition of Green
       Globe Industries, Inc. .................................          --           --         51,000
DETAILS OF ACQUISITION:
   Fair value of assets acquired ..............................   $      --    $      --    $     8,099
   Goodwill ...................................................          --           --         86,523
   Liabilities assumed ........................................          --           --        (43,622)
                                                                  ---------    ---------    -----------
           Fair value of common stock issued ..................   $      --    $      --    $    51,000
                                                                  =========    =========    ===========
</TABLE>

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


                                      F-6
<PAGE>

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           MARCH 31, 2001 (Revised), 2000 (Revised) AND 1999 (Revised)


1.   DESCRIPTION OF BUSINESS

     United Energy (the  "Company")  considers its primary  business focus to be
the development, manufacture and sale of environmentally safe specialty chemical
products,  in  particular  its  KH-30(R)  oil well  cleaner.  The Company  first
developed a follow on product to KH-30(R)  using much of the same  technology to
provide an enhanced means for cleaning asphalt mixing and recycling plants. This
product,  called AD-30, and its companion product AC-30 for compressed  asphalt,
have been test marketed by a major  asphalt  equipment  manufacturer,  Gentec(R)
Asphalt Equipment, and are now ready for distribution.

     Green  Globe  Industries  Inc.  ("Green  Globe") is  operated as a separate
subsidiary  of  United  Energy  and  sells  its  products  under  the  tradename
Qualchem(TM).  Green Globe  gives  United  Energy  access to the  chemistry  and
product lines of Green Globe which include  environmentally safe paint strippers
and cleaners,  many of which have been  qualified for use by the U.S.  Military.
Green  Globe  developed  a dual  package of cleaning  and drying  "wipes"  which
produce a clear,  non  reflective  coating  on  glasses,  computer  screens  and
instrument  panels.  The "wipes"  were  developed  for, and have  received  U.S.
Military approval for, the cleaning of the instrument panels of combat aircraft.

     United Energy's chemists have recently  developed an  environmentally  safe
fire retardant  agent named FR-15.  FR-15 begins as a concentrate,  which can be
mixed with varying amounts of water,  depending on the anticipated  use. A fire,
once sprayed with an FR-15 mixture, will not reignite.  This product can also be
used to  reduce  odors,  such as those  from  decomposing  garbage  and for soil
remediation following petroleum based contamination.  The FR-15 product has been
fully developed and tested by several municipal fire departments.

     United  Energy  also  produces  a  specialty  chemical  product  which is a
photosensitive  coating that is applied to paper to produce what is known in the
printing industry as proofing paper or "blue line" paper.

     In January 2001,  the Company  introduced a marine growth  inhibitor at the
National  Boat Show at the  Javits  Center in New York City.  The marine  growth
inhibitor,  which the Company has named "Bye Bye  Barnacles",  is another in the
Company's  line  of   environmental   products  in  that  it  is  non-toxic  and
biodegradable,  characteristics  which the Company  believes to be  particularly
appealing in fresh water marine applications, although the product has proven to
be effective in both fresh and saltwater environments.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

     The consolidated financial statements include the accounts of United Energy
Corporation and its wholly-owned  subsidiaries  Nor-Graphic Industries and Green
Globe  Industries,  Inc. All  intercompany  transactions  and accounts have been
eliminated in consolidation.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial  statements and reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.


                                      F-7
<PAGE>

Revenue Recognition

     The Company's  primary source of revenue is from the sales of its products.
The Company recognizes revenue upon shipment and transfer of title.

Cash and Cash Equivalents

     Cash  equivalents  consist  of cash  and  highly  liquid  investments  with
original maturities of three months or less.

Inventories

     Inventories  consist  principally  of raw  materials  and are valued at the
lower of cost (first-in, first-out method) or market.

Property and Equipment

     Property and equipment are stated at cost, net of accumulated  depreciation
and  amortization.  Expenditures made to maintain the assets are expensed in the
year incurred while  expenditures  for upgrades are  capitalized and depreciated
over their estimated  useful lives.  Depreciation  of the computer  equipment is
computed on a straight-line  basis over its estimated useful life of five years.
All other  equipment is depreciated on a  straight-line  basis over an estimated
useful life of seven years.  The leasehold  improvements are amortized using the
straight-line  basis over the  shorter of their  estimated  useful  lives or the
remaining term of the lease. Depreciation and amortization expense for the years
ended March 31, 2001, 2000 and 1999 was $2,527, $4,009 and $7,434, respectively.

     Property  and  equipment  consists of the  following  at March 31, 2001 and
2000:

                                                            2001          2000
                                                            ----          ----

Furniture and fixtures .............................     $ 18,707      $ 18,707
Machinery and equipment ............................        5,597         5,597
Leasehold improvement ..............................        2,677         2,677
                                                         --------      --------
                                                           26,981        26,981
Less- Accumulated depreciation and amortization ....      (19,847)      (17,320)
                                                         --------      --------
Property and equipment, net ........................     $  7,134      $  9,661

Patents

     The  Company   capitalizes   legal  costs   incurred  to  obtain   patents.
Amortization  begins when the patent is approved using the  straight-line  basis
over the estimated useful life of 15 years.

Accounting for Long-Lived Assets

     The  Company  accounts  for  long-lived   assets  in  accordance  with  the
provisions  of  Statement of Financial  Accounting  Standards  ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of." This statement  establishes  financial accounting and reporting
standards  for  the  impairment  of  long-lived  assets,   certain  identifiable
intangibles  and goodwill  related to those assets to be held and used,  and for
long-lived  assets and certain  identifiable  intangibles to be disposed of. The
Company reviews  long-lived  assets and certain  identifiable  intangibles to be
held and  used for  impairment  whenever  events  or  changes  in  circumstances
indicate  that the  carrying  amount of an asset  exceeds  the fair value of the
asset.  If other events or changes in  circumstances  indicate that the carrying
amount  of an  asset  that  the  Company  expects  to  hold  and  use may not be
recoverable,  the company will estimate the future cash flows expected to result
from the use of the asset and its eventual disposition. Management has performed
a review of all long-lived assets and has determined that no impairment of their
carrying values has occurred as of March 31, 2001.


                                      F-8
<PAGE>

Income Taxes

     The Company accounts for income taxes using the asset and liability method.
Under this method,  deferred tax assets and liabilities are determined  based on
the temporary  differences  between the  financial  statement and the income tax
bases of assets and liabilities existing at the balance sheet date using enacted
tax rates in effect for the years in which the taxes are  expected to be paid or
recovered.  The effect on deferred tax assets or  liabilities of a change in tax
rates is recognized in the period in which the tax change occurs.

Stock-Based Compensation

     The   Company   adopted   SFAS  No.  123,   "Accounting   for  Stock  Based
Compensation,"   and  has  chosen  to  continue   to  account  for   stock-based
compensation  awards to employees using the intrinsic value method prescribed in
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees," and related Interpretations.  Accordingly,  compensation cost for
stock options  awarded to employees and directors is measured as the excess,  if
any, of the quoted market price of the Company's stock at the date of grant over
the amount an employee or director must pay to acquire the stock.

     As required,  the Company  follows SFAS No. 123 to account for  stock-based
compensation awards to nonemployees.  Accordingly,  compensation costs for stock
option awards granted to  nonemployees is measured at the date of grant based on
the fair value of the award using the Black-Scholes option pricing model.

Per Share Data

     During  1997,  SFAS No.  128,  "Earnings  Per Share," was issued and became
effective for the Company's  March 31, 1998 financial  statements.  SFAS No. 128
establishes  new  standards  for  computing  and  presenting  earnings per share
("EPS").  The new standard  requires the  presentation  of basic EPS and diluted
EPS. Basic EPS is calculated by dividing income available to common shareholders
by the weighted average number of shares of common stock outstanding  during the
period.  Diluted  EPS is  calculated  by  dividing  income  available  to common
shareholders  by the  weighted  average  number  of  common  shares  outstanding
adjusted  to  reflect  potentially  dilutive  securities.  The  Company  has  no
outstanding equity instruments that would be considered common stock equivalents
under SFAS No. 128; therefore,  there is no difference between basic and diluted
per-share data.

Concentrations of Risk

     Accounts Receivable

     The Company has one customer which  accounted for 94% and another  customer
     which accounted for 42% of the total accounts  receivable at March 31, 2001
     and 2000,  respectively.  Credit losses,  if any, have been provided for in
     the financial  statements and are based on management's  expectations.  The
     Company  does not  believe  that it is subject to any  unusual  risks,  nor
     significant risks, in the normal course of business.

     Significant Customers

     The Company's  revenues from major customers,  as a percentage of revenues,
     for the years ended March 31, 2001, 2000 and 1999, are as follows:

                                               2001           2000          1999
                                               ----           ----          ----

Customer A ............................         0%             0%           23%
Customer B ............................        32             40            17
Customer C ............................         0              0             2
Customer D ............................        49              0             0


                                       F-9
<PAGE>
     Vendors

     The company has one vendor, which accounts for over 37%, 31% and 89% of the
     company's  supplies  purchases for the years ended March 31, 2001, 2000 and
     1999, respectively.

Fair Value of Financial Instruments

     The carrying  amounts of cash and cash  equivalents,  accounts  receivable,
inventory,  and accounts  payable and accrued  expenses  approximate  their fair
values due to the short-term maturity of these instruments.

Reclassifications

     Certain  reclassifications  have been made to the prior  year  consolidated
financial statements to conform to the current year presentation.

New Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative  Instruments and Hedging Activities," ("SFAS
133") which  establishes  accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts (collectively referred to as derivatives), and for hedging activities.
SFAS 133 (as amended by SFAS No. 137) is  effective  for all fiscal  quarters of
all fiscal years  beginning after June 15, 2000. The Company does not enter into
derivative  instruments  or engage in hedging  activities as defined in SFAS No.
133.  Accordingly,  management has determined that adoption of this standard has
had no impact on the Company's financial statements.

     During  March  2000,  the  FASB  issued  Interpretation  No.  44,  (FIN 44)
"Accounting  for  Certain  Transactions  Involving  Stock  Compensation,"  which
clarifies the application of APB Opinion No. 25, regarding (a) the definition of
an employee  for  purposes of applying  APB Opinion No. 25, (b) the criteria for
determining  whether  a  plan  qualifies  as a  noncompensatory  plan,  (c)  the
accounting  consequence  of various  modifications  to the terms of a previously
fixed stock  option or award,  and (d) the  accounting  for an exchange of stock
compensation awards in a business  combination.  FIN 44 became effective on July
1, 2000.  Certain events as defined by FIN 44 may require earlier  consideration
if they occurred after  December 14, 1998 or January 12, 2000,  depending on the
event,  although no financial statement effect would be recognized until July 1,
2000. The effects of applying FIN 44 are recognized  prospectively.  The Company
has  reviewed  its stock  compensation  events and believes FIN 44 has not had a
material impact on its financial position or its results of operations.

     In December 1999, the SEC issued Staff  Accounting  Bulletin No. 101, ("SAB
101") "Revenue Recognition in Financial Statements." SAB 101 expresses the views
of the SEC staff in applying generally accepted accounting principles to revenue
recognition.  In June 2000,  the SEC issued SAB 101B to defer the effective date
of the  implementation  of SAB 101 until the fourth  quarter of fiscal 2000. The
Company  believes  that  implementation  of this  SAB  has not had any  material
impact on its financial position or its results of operations.

3.   INVENTORY

     Inventory consists of the following as of March 31, 2001 and 2000:

                                                        2001              2000
                                                        ----              ----

Paper ....................................           $ 59,190           $507,987
Blended chemical .........................             59,955             76,601
Film .....................................                 --              5,040
Other raw materials ......................              2,608              2,657
                                                     --------           --------
Total inventory ..........................           $121,753           $592,285
                                                     ========           ========

     The inventory is valued at the lower of cost or market.


                                      F-10
<PAGE>

4.   EXCLUSIVE DISTRIBUTION AGREEMENT

     On September 22, 2000, the Company and Alameda Company  ("Alameda") entered
into an exclusive  distribution  agreement  (the "Alameda  Agreement"),  whereby
Alameda will purchase from the Company  various  products from the graphics arts
division (meeting certain minimum purchase  requirements and at guaranteed fixed
prices as defined in the Alameda  Agreement)  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.

5.   REVOLVING LINE OF CREDIT

     The revolving  line of credit allows the Company to borrow up to $1,000,000
from Fleet Bank.  Borrowings under the credit line bear interest at prime (8% at
March 31,  2001).  Interest  is payable  monthly.  Borrowings  under the line of
credit  must be  reduced  to zero for a  period  of 30  consecutive  days in any
12-month  period.  Amounts  outstanding  under the line of credit are subject to
repayment  on demand at any time and for any reason 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 which have been placed in
escrow.  The line is also secured by the personal  guarantee of a shareholder of
the Company. There were no amounts outstanding at March 31, 2001.

     The line of credit is  subject to certain  covenants,  including  financial
covenants to which the Company must adhere on a quarterly  or annual  basis.  At
March 31, 2001, the Company was not in compliance with the financial  covenants.
The bank  provided  the Company with a letter  acknowledging  the default of the
covenants as of March 31, 2001.  Although the bank has not  exercised its rights
to demand payment in full of the amounts due and owing at March 31, 2001,  which
is $0, the bank reserves all of its rights and remedies at law, in equity, under
the loan agreement, including the rights with respect to the collateral.

     The Company has continued to draw on the line subsequent to March 31, 2001.

6.   RELATED PARTY PAYABLE

     The Company had a loan payable to an individual who is a major shareholder.
The  loan  payable  as of  March  31,  2001 and  2000 is  $30,009  and  $24,718,
respectively.  This note is unsecured,  noninterest bearing and due upon demand.
At March 31, 2001 and 2000,  the Company was indebted to a separate  shareholder
for  $350,000  for amounts to be issued as equity in the future.  The amount has
been shown as due to shareholder on the balance sheet.

7.   COMMITMENTS AND CONTINGENCIES

Litigation

     The  Company,  in its  normal  course of  business,  is  subject to certain
litigation.  In  the  opinion  of  the  Company's  management,   settlements  of
litigation will not have a material  adverse effect on the Company's  results of
operations, financial position or cash flows.

     In August 2000, one of the Company's  customers commenced an action against
the Company  and its Green Globe  subsidiary  claiming  damages  from the faulty
installation of a paint  stripping  system.  The Company  believed that they had
substantial  defenses in the case, however, in an attempt to minimize litigation
costs they elected to mediate the case. This resulted in a settlement  agreement
pursuant to which the Company  will pay the  customer a total of  $154,000.  The
Company incurred legal fees of approximately $78,000. The settlement occurred in
2001 and the Company recorded all costs related to the settlement in the current
year's financials under other income and expense.

     During the year ended March 31, 2000, the Company reached a settlement with
a former  consultant  of the Company,  in  reference  to a lawsuit  filed by the
former  consultant.  The Company issued 45,000 shares of restricted common stock
to this  individual  as  settlement.  These shares were  previously  recorded as
issued on the date of the settlement at 70% of the then listed fair market value



                                      F-11
<PAGE>

of the underlying  unrestricted  common stock.  As such, the Company  recognized
approximately   $50,000  of   consulting   expense,   included  in  general  and
administrative  expense in its consolidated statement of operations for the year
ended March 31, 2000. The Company has subsequently recorded the shares so issued
at 100% of the then listed market value or $67,500.

8.   STOCKHOLDERS' EQUITY

     During year ended March 31, 2000, the Company issued an aggregate of 99,000
shares of common stock in exchange for consulting  services (See Note 14). These
issuances were recorded as an increase to equity and consulting  expense for the
fair value of the shares of common stock on their  respective  grant  dates.  No
shares were issued in the fiscal year ended March 31, 2001,  except for treasury
shares.

10.  INCOME (LOSS) FROM DISCONTINUED OPERATIONS

     On June 10,  1997,  the  Board  of  Directors  of the  Company  decided  to
discontinue the operations of the equipment division and concentrate its efforts
on the sale of proprietary products.  The disposal was effected by discontinuing
efforts associated with the equipment division. The equipment division generated
general and  administrative  expenses of $35,333 during the year ended March 31,
1999, resulting in a loss from discontinued  operations.  The Company retains no
assets,  which were  attributable to the equipment  division and has incurred no
additional expenses as a result of the discontinuation related to the division.

11.  INCOME TAXES

     Deferred income taxes are provided for the temporary difference between the
financial reporting basis and tax basis of the company's assets and liabilities.
Deferred tax assets result  principally  from recording  certain expenses in the
financial  statements which are not currently  deductible for tax purposes,  and
differences  between  tax and book bases of assets and  liabilities  recorded in
connection  with the  acquisitions.  As of March 31, 2001, the Company had a net
operating loss carryforward of approximately  $2,700,000,  which is available to
reduce its future  taxable  income and expires at various  dates through 2017. A
full  valuation  allowance of  approximately  $1,080,000,  has been  established
against  the  deferred  tax  assets  due to the  uncertainties  surrounding  the
utilization  of the  carryforward  and  limitations  resulting  from a change in
control. There are no other significant timing differences.

12.  SEGMENT REPORTING

     SFAS No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information,"  establishes  standards for the way that public  companies  report
information about operating segments in annual financial statements and requires
reporting of selected  information about operating segments in interim financial
statements issued to the public.  It also establishes  standards for disclosures
regarding products and services,  geographic areas and major customers. SFAS No.
131 defines  operating  segments as components of a company about which separate
financial  information is available that is evaluated regularly by management in
deciding how to allocate resources and in assessing performance.


                                      F-12
<PAGE>

     The  Company's   total   revenues,   income  (loss)  from   operations  and
identifiable assets by segment for the year ended March 31, 2001 (Revised),  are
as follows:

<TABLE>
<CAPTION>
                                                     Graphic     Specialty
                                                       Arts      Chemicals     Corporate        Total
                                                    ----------   ---------    -----------    -----------
<S>                                                 <C>          <C>          <C>            <C>
Revenues ........................................   $3,190,824   $ 292,091    $        --    $ 3,482,915
                                                    ==========   =========    ===========    ===========

Gross profit ....................................   $1,027,922   $ 129,341    $        --    $ 1,157,263
General and administrative expenses .............      216,076     210,211        626,503      1,052,790
Executive services contributed by management ....           --          --        250,000        250,000
                                                    ----------   ---------    -----------    -----------
Depreciation and amortization ...................           --      15,095          1,477         16,572
Interest expense (income) .......................       11,817          --         (1,581)        10,236
Legal settlement ................................           --          --        231,981        231,981
Income (loss) from continuing operations ........   $  800,029   $ (95,965)   $(1,108,380)   $  (404,316)
                                                    ==========   =========    ===========    ===========

Accounts receivable .............................   $  928,135   $  42,298    $        --    $   970,433
Inventory .......................................       59,190      62,563             --        121,753
Fixed assets ....................................           --          --          7,134          7,134
Goodwill ........................................           --      74,588             --         74,588
Patent ..........................................           --     139,511             --        139,511
Other assets ....................................           --          --         98,280         98,280
                                                    ----------   ---------    -----------    -----------
Total assets ....................................   $  987,325   $ 318,960        105,414    $ 1,411,699
                                                    ==========   =========    ===========    ===========
</TABLE>

     The  Company's   total   revenues,   income  (loss)  from   operations  and
identifiable assets by segment for the year ended March 31, 2000 (Revised),  are
as follows:

<TABLE>
<CAPTION>
                                                     Graphic     Specialty
                                                       Arts      Chemicals    Corporate        Total
                                                    ----------   ---------    ---------      -----------
<S>                                                 <C>          <C>          <C>            <C>
Revenues ........................................   $1,970,701   $ 614,855    $      --      $ 2,585,556
                                                    ==========   =========    =========      ===========

Gross profit ....................................   $  958,538   $ 258,291    $      --      $ 1,216,829
General and administrative expenses .............      224,723     366,871      508,111        1,099,705
Executive services contributed by management ....           --          --      250,000          250,000
                                                    ----------   ---------    ---------      -----------
Depreciation and amortization ...................           --      15,704        1,761           17,465
Interest expense (income) .......................       12,452          --      (10,028)           2,424
Income (loss) from continuing operations ........   $  721,363   $(124,284)   $(749,844)     $  (152,765)
                                                    ==========   =========    =========      ===========

Accounts receivable .............................   $  303,104   $ 142,845    $      --      $   445,949
Inventory .......................................      548,797      43,488           --          592,285
Fixed assets ....................................           --          --        9,661            9,661
Goodwill ........................................           --      78,566           --           78,566
Patent ..........................................           --     140,789           --          140,789
Other assets ....................................           --          --       47,593           47,593
                                                    ----------   ---------    ---------      -----------
Total assets ....................................   $  851,901   $ 405,688    $  57,254      $ 1,314,843
                                                    ==========   =========    =========      ===========
</TABLE>


                                      F-13
<PAGE>

     The Company's  total revenues and income (loss) from  operations by segment
for the year ended March 31, 1999, (Revised) are as follows:


<TABLE>
<CAPTION>
                                                     Graphic     Specialty
                                                       Arts      Chemicals    Corporate        Total
                                                    --------     ---------    ---------      -----------
<S>                                                 <C>          <C>          <C>            <C>
Revenues ........................................   $890,458     $ 301,125    $      --      $ 1,191,583
                                                    ========     =========    =========      ===========

Gross profit ....................................   $ 59,602     $  16,202    $      --      $    75,804
Executive services contributed by management ....         --            --      250,000          250,000
                                                    --------     ---------    ---------      -----------
General and administrative ......................     43,547       215,043      619,216          877,806
Depreciation and amortization ...................         --         5,336        2,098            7,434
Interest expense ................................      1,368            --       (4,770)          (3,402)
Income (loss) from continuing operations ........   $ 14,687     $(204,177)   $(866,544)     $(1,056,034)
                                                    ========     =========    =========      ===========
</TABLE>

13.  SEC REGISTRATION EXPENSES

     During the year ended  March 31,  2001,  the  Company  incurred  additional
accounting  fees and filing costs in connection  with the preparation and filing
of the Company's Form 10 Registration Statement with the Securities and Exchange
Commission.  The Form 10 was  filed by the  Company  in order for it to become a
reporting  company under the Securities  Exchange Act of 1934.  These costs were
approximately  $100,000  to  $120,000  and have been  included  in  General  and
Administrative expenses.

14.  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 commencing in 1996.
Previously,  no compensation expense was reflected,  as none was paid. Generally
Accepted Accounting Principles,  as interpreted,  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 2001, 2000 and 1999 financial statements have been revised for
the above,  the  effect of which  increased  the  previously  reported  expenses
$250,000  in each  year for 2001,  2000 and  1999.  The  Company  also  recorded
additional non-cash  compensation expense for stock given to outside consultants
during fiscal 2000 and 1999,  amounting to $48,210 and  $103,750,  respectively.
These adjustments resulted in losses of $404,316,  $152,765, and $1,091,367, for
the years ended  2001,  2000,  and 1999.  There was no related tax effect on the
respective year's financial statements.

The Company also recorded a $325,000 gain for the fair value of the cancellation
of 400,000  shares  returned to the Company as part of the  settlement of claims
arising from the  discontinuance  of the equipment  division  relating to 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 beginning accumulated deficit balance of March
31, 1998 in the Consolidated  Statements of  Stockholders'  Equity and the March
31,  2001 and 2000  accumulated  deficit  balances on the  Consolidated  Balance
Sheets.  The Company also  revised the above  statements  and balance  sheets to
reflect  the  issuance  50,000  shares of common  stock in 1996,  rather than in
fiscal 2000 as previously recorded.

The above resulted in losses per share amounts of $.03,  $.01 and $.07, in 2001,
2000, and 1999, respectively.

None of the above  impacted  working  capital or total  stockholders'  equity at
March 31, 1999, 2000 and 2001.


                                      F-14
<PAGE>

SCHEDULE II

                            UNITED ENERGY CORPORATION
                  SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                      Balance at           Charged                         Balance at
                                                      Beginning         to Costs and                       Balance at
                                                        of Year           Expenses         Deductions      End of Year
                                                        -------           --------         ----------      -----------
<S>                                                  <C>               <C>              <C>               <C>
For the fiscal year ended March 31, 2001:
         Allowance for doubtful accounts.........    $      18,260     $      53,396    $          --     $      71,656
                                                     -------------     -------------    -------------     -------------

For the fiscal year ended March 31, 2000:
         Allowance for doubtful accounts.........    $      18,260     $          --    $          --     $      18,260
                                                     -------------     -------------    -------------     -------------

For the fiscal year ended March 31, 1999:
         Allowance for doubtful accounts.........    $      18,260     $          --    $          --     $      18,260
                                                     -------------     -------------    -------------     -------------
</TABLE>


                                      F-15