Attached files
| file | filename |
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| EX-10.1 - UNITED ENERGY CORP /NV/ | v209348_ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported):
January
21, 2011
UNITED
ENERGY CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
(State
or Other Jurisdiction
of
Incorporation)
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000-30841
(Commission
File
Number)
|
22-3342379
(IRS
Employer
Identification
No.)
|
|
600
Meadowlands Parkway, Secaucus, New Jersey 07094
(Address
of Principal Executive Offices, including Zip
Code)
|
Registrant's
telephone number, including area code: (800) 327-3456
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
|
Entry
into a Material Definitive Agreement.
|
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangment of a Registrant.
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On
January 21, 2011, the Company entered into an agreement (“Agreement”) with
Ronald Wilen, a director, the President and Chief Executive Officer, and Hilltop
Holding Company, L.P. (“Hilltop”), a limited partnership of which Jack Silver, a
director, is the managing partner. Pursuant to the Agreement, Mr.
Wilen and Hilltop agreed to extend the maturity date of $151,016.67 and
$301,866.67 of secured convertible notes held by Mr. Wilen and Hilltop,
respectively. The maturity date was extended from January 31, 2011 to
December 20, 2011. In consideration for the agreement to extend the
maturity dates, Mr. Wilen and Hilltop were issued warrants to purchase up to
1,984,939 and 3,959,894 shares of common stock, respectively, at an exercise
price of $.11 per share.
On or about January 3, 2011, Hilltop
loaned the Company an additional $100,000. Pursuant to the Agreement,
the Company issued Hilltop a secured convertible note for the $100,000 loan and
warrants to purchase up to 1,111,111 shares of common stock at an exercise price
of $.11 per share. The agreement also provides that Hilltop may
purchase, at its option, up to $100,000 of additional secured convertible notes
and pro rata portion of 1,111,111 warrants at any time prior to June 30,
2011. The secured convertible note is convertible into Common Stock
at a conversion price of $.09 per share, bears interest at 12% per annum, is due
December 20, 2011 and is secured by substantially all the assets of the Company
on a pari passu basis with the previously issued secured convertible
notes.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
|
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10.1
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Agreement
among the Company, Ronald Wilen and Hilltop Holding Company,
L.P.
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2
Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: January
27, 2011
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UNITED
ENERGY CORP.
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/s/ Ronald
Wilen
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Name:
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Ronald
Wilen
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Title:
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Chief
Executive Officer
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