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):
September
22, 2008
UNITED
ENERGY CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
(State
or Other Jurisdiction
of
Incorporation)
|
000-30841
(Commission
File
Number)
|
22-3342379
(IRS
Employer
Identification
No.)
|
|
600
Meadowlands Parkway #20, 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)
o 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))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
On
September 22, 2008, United Energy Corp. (the “Company”) entered into a
Consulting Agreement with SIAR Capital, LLC (“SIAR”) pursuant to which the
Company retained SIAR to provide management consulting services for a period
of
five (5) years commencing on September 22, 2008 unless extended by mutual
written consent of the parties thereto.
The
Chairman of the Company’s Board of Directors, Jack Silver, is the principal of
SIAR. In addition, Adam Hershey and Peter Garson-Rappaport, who currently serve
on the Board of Directors of the Company, are employed by SIAR.
As
compensation for the consulting services, the Company has agreed to pay SIAR
an
amount equal to two percent of the annual increase in the market capitalization
of the Company during each twelve month period of the consulting term, as
determined by the average closing price for the thirty trading days preceding
the end of each such twelve month period as compared to the higher of (i) the
average closing price for the thirty trading days preceding the end of the
prior
twelve month period (the “Base Year”) and (ii) the highest average closing price
for the thirty trading days preceding the end of any prior Base Year, except
that the market capitalization at the commencement of the consulting term shall
be based on a price of $.50 per share. The compensation payable to SIAR is
limited to a maximum aggregate increase in market capitalization during the
term
of $200 million.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
10.1 Consulting
Agreement by and between the Company and SIAR Capital, LLC.
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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|
|
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UNITED
ENERGY CORP. |
|
|
|
| Date: September
26, 2008 |
By: |
/s/ Ronald
Wilen |
| |
Name: Ronald
Wilen |
| |
Title: Chief
Executive Officer |