ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 24, 2006, United Energy Corp. (the “Company”) entered into Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”) and a First Amendment to Securities Purchase Agreement and Registration Rights Agreement (the “First Amendment”) pursuant to which the Company raised $5,100,000 in gross cash proceeds from the private placement of 4,250,000 shares of its common stock, par value $.01 (the “Common Stock”) to the Purchasers at a price of $1.20 per share. The Company and the Purchasers also entered into a Registration Rights Agreement with the Purchasers on such date (the “Registration Rights Agreement”) pursuant to which the Company agreed to register for resale by the Purchasers under the Securities Act of 1933, as amended (the “Securities Act”) the shares of Common Stock sold to the Purchasers with the Securities and Exchange Commission (the “SEC”). Pursuant to the Registration Rights Agreement, the Company is required to file a registration statement with the SEC registering such shares of Common Stock for resale under the Securities Act by April 23, 2006 (or subject to the consent of the holders of a majority of the shares of Common Stock issued to the Purchasers pursuant to the Purchase Agreement, the filing of such registration statement may be extended to May 23, 2006), and use its best efforts to have the registration statement declared effective as soon as possible.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

Pursuant to the Purchase Agreement and First Amendment, the Company sold 4,250,000 shares of Common Stock at a price of $1.20 per share as more fully described in Item 1.01 of this Form 8-K, which description is hereby incorporated by reference herein. The Common Stock was issued pursuant to an exemption provided by Section 4(2) of Securities Act and Regulation D promulgated thereunder. The Company received $5,100,000 in gross cash proceeds, which will be used to fund general corporate expenses and working capital.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Signature

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