UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
United
Energy Corp.
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
910900208
John
Shin, Esq.
Silverman
Sclar Shin & Byrne PLLC
381 Park
Avenue South
New York,
NY 10016
(212)
779-8600f
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
o
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13D
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
RONALD
WILEN
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
ý
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO,
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
9,241,207
1
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,241,207
1
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
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14
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TYPE
OF REPORTING PERSON
IN
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1
Excludes 350,000
shares of Common Stock issuable upon the exercise of warrants held by Mr.
Wilen.
Item
1.
Security
and Issuer.
The title
of the class of equity securities to which this statement relates is Common
Stock, par value $0.01
each
(“Common Stock”) of United Energy Corp., a Nevada corporation (the
“Issuer”). The principal executive office of the Issuer is located at
600 Meadowlands Parkway #20, Secaucus, New Jersey 07094.
Item
2.
Identity
and Background.
(a) This
Statement is being filed by Ronald Wilen.
(b) The
address of the Reporting Person is 287 Columbia Terrace, Paramus, New Jersey
07652.
(c) Mr.
Wilen is the Chief Executive Officer, President, Secretary and a Director of the
Issuer, United Energy Corp. whose address is 600 Meadowlands Parkway #20,
Secaucus, New Jersey 07094.
(d) and
(e) The Reporting Person has not, during the last five years, been (a) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or it is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The
Reporting Person is a citizen of the United States.
Item
3.
Source and
Amount of Funds or Other Consideration.
In March
2009, the Reporting Person provided the Issuer with a short term loan in the
amount of $50,000 and received warrants to purchase up to 200,000 shares of
Common Stock.
From May
2009 through October 2009, Hilltop purchased from the Issuer convertible notes
(the “Convertible Notes”) in the aggregate principal amount of
$100,000. In connection, with the purchase of the Convertible Notes
and as consideration for various extensions of the maturity dates of the
Convertible Notes, during the period of May 2009 through January 2011, the
Reporting Person was issued various warrants to purchase in the aggregate of
4,797,244 shares of Common Stock.
The Notes
and Warrants discussed above were purchased from the Issuer with personal funds
of the Reporting Person.
Item
4.
Purpose of
Transaction.
The
Reporting Person considers the securities he beneficially owns as personal
investments.
The
Reporting Person has no present plan or proposal that relates to or would result
in any other action specified in clauses (a) through (j) of Item 4 of Schedule
13D.
Item
5.
Interest in
Securities of the Issuer.
(a) As
of January 21, 2011, the Reporting Person beneficially owns 9,591,207 shares of
Common Stock, representing 24.0% of the outstanding shares of Common Stock
(based upon 31,504,449 shares of Common Stock outstanding as of November 17,
2010, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter
ended September 30, 2010). Such shares of Common Stock beneficially
owned by the Reporting Person include (i) 2,236,000 shares of Common Stock held
by the Reporting Person; (ii) 5,327,244 shares of Common Stock issuable upon
exercise of options and warrants held by the Reporting Person; and (iii)
1,677,963 shares of Common Stok issuable upon conversion of Convertible Notes in
the aggregate principal amount of $151,016.67 held by the Reporting Person, but
excludes 350,000 shares of Common Stock issuable upon exercise of warrants held
by the Reporting Person, which warrants provide that they may not be exercised
to the extent following the exercise thereof, the Reporting Person would be
deemed to beneficially own more than 9.99% of the total number of issued and
outstanding Common Stock of the Issuer.
(b) The
Reporting Person has the sole power to vote or to direct the vote and to dispose
or direct the disposition of all of the securities reported herein.
(c) No
transactions in the Common Stock were effected by the Reporting Persons in the
last 60 days, other than the acquisition by the Reporting Person of warrants to
purchase 1,984,939 shares of Common Stock as described in Item 6
below.
(d) and
(e) Not applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of
Issuer.
Employee
Stock Options
The
Reporting Person was previously awarded the following employee stock options by
the Issuer:
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Number
of Options
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Exercise
Price
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Expiration
Date
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10,000
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$0.12
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January
1, 2011
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10,000
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$0.12
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March
30, 2017
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50,000
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$0.12
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April
16, 2017
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10,000
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$0.12
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March
31, 2018
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50,000
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$0.12
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April
16, 2018
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Director
Warrants
In
addition, on February 13, 2009, Mr. Wilen and the other directors of the Issuer
were granted warrants to acquire 150,000 shares of Common Stock at an exercise
price of $0.12 per share. Such warrants are exercisable for a period
of ten years. The warrants also provide for cashless exercise at the
option of the holder.
On June
22, 2010, Mr. Wilen and the other directors of the Issuer were granted warrants
to acquire 150,000 shares of Common Stock at an exercise price of $0.12 per
share. Such warrants are exercisable for a period of ten
years. The warrants also provide for cashless exercise at the option
of the holder.
On August
24, 2010, Mr. Wilen and the other directors of the Issuer were granted warrants
to acquire 250,000 shares of Common Stock at an exercise price of $0.09 per
share. Such warrants are exercisable for a period of ten
years. The warrants also provide for cashless exercise at the option
of the holder.
Promissory
Notes and Related Warrants
In March
2009, Mr. Wilen along with two other directors loaned the Issuer $50,000 each
and in exchange received a Note (the “March Note”) and warrants to purchase
200,000 shares of Common Stock at an exercise price of $.125 per
share.
In May
2009, the Mr. Wilen received warrants to purchase up to 200,000 shares of Common
Stock of the Issuer at an exercise price of $0.12 per share in consideration for
extending the maturity date and amending and restating the March
Note. Mr. Wilen also loaned the Issuer $50,000.00 (the “May Loan”)
and was issued a Secured Convertible Promissory Note (the “May
Note”). The May Note is convertible at $.12 per share, is
secured by substantially all of the assets of the Issuer and had an original
maturity date of July 2009. In consideration for agreeing to make the
May Loan, the Reporting Person received additional warrants to purchase up to
200,000 shares of Common Stock of the Issuer at an exercise price of $0.12 per
share.
Thereafter,
in July 2009, the maturity date of the March Note and the May Note was extended
and in consideration for such extension, Mr. Wilen received warrants to purchase
204,054 shares of Common Stock at an exercise price of $0.12 per
share.
Pursuant
to an agreement, dated as of October 31, 2009, (the “Agreement”), among the
Issuer, the Reporting Person, Martin Rappaport and Hilltop Holding Company,
L.P., Mr. Wilen made a further loan in the amount of $50,000 to the Issuer and
received a 12% Secured Convertible Note (the “October Note”) in the stated
principal amount of $50,000.00. The October Note is convertible at
$0.09 per share, is secured by substantially all of the assets of the Issuer and
had an original maturity date of January 2010. Mr. Wilen also agreed
to further extend the maturity date of the March Note and the May Note to
January 2010, and the conversion price of the March Note and the May Note was
reduced to $0.09 per share. In connection with the October Note and
the extension of the maturity date of the March Note and the May Note, Mr. Wilen
received warrants to purchase 400,000 shares of Common Stock at an exercise
price of $0.09 per share.
In
February 2010, pursuant to an Agreement (the “January 2010 Agreement”), dated as
of January 29, 2010, Mr. Wilen agreed to extend the maturity date of the March
Note, the May Note and the October Note for a period of one year. In
consideration for the extension of the maturity date, Mr. Wilen received
warrants to purchase 1,802,954 shares of Common Stock at an exercise price of
$0.222 per share.
Pursuant
to an agreement, dated January 21, 2011, the Reporting Person agreed to extend
the maturity date of the March Note, the May Note and the October
Note. As consideration for the extension, the Reporting Person was
issued warrants to purchase 1,984,939 shares of the Issuer’s Common Stock at an
exercise price of $0.11 per share.
Each of
the warrants issued in connection with the March Note, the May Note, and the
August Note provide for cashless exercise at the option of the holder and are
exercisable for a period of five years from the date of issuance.
Item
7.
Materials
to be Filed as Exhibits.
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Exhibit
No.
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Description
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1.
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Form
of Director Warrants (incorporated by reference to Exhibit 4.1 of the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended December 31,
2008 and filed on February 17, 2009)
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2.
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Security
Agreement, dated May 13, 2009, among the Issuer, Ronald Wilen, Hilltop
Holding Company, L.P. and Martin Rappaport (incorporated by reference to
Exhibit 14 of Jack Silver’s Schedule 13D filed November 3,
2009)
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3.
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Agreement,
dated October 31, 2009, among the Issuer, Ronald Wilen, Hilltop Holding
Company, L.P. and Martin Rappaport (incorporated by reference to Exhibit
10.1 of the Issuer’s Current Report on Form 8-K filed November 3,
2009)
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4.
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Form
of the Secured Convertible Promissory Note (incorporated by reference to
Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed November 3,
2009)
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5.
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Form
of the Purchase Warrant (incorporated by reference to Exhibit 4.2 of the
Issuer’s Current Report on Form 8-K filed November 3,
2009)
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6.
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Agreement,
dated January 29, 2009, among the Issuer, Ronald Wilen, Hilltop Holding
Company, L.P. and Martin Rappaport (incorporated by reference to Exhibit
10.1 of the Issuer’s Quarterly Report on form 10-Q for the quarter ended
December 31, 2009 and filed on February 16, 2010)
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7.
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Agreement,
dated January 21, 2011, among the Issuer, Ronald Wilen and Hilltop Holding
Company, L.P. (incorporated by reference to Exhibit 10.1 of the Issuer’s
Current Report on Form 8-K filed January 28,
2011)
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SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
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Dated:
February 3, 2011
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/s/ Ronald
Wilen
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Ronald
Wilen
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