UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )
United
Energy Corp.
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
910900208
(CUSIP
Number)
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).
CUSIP No.
910900208
SCHEDULE
13D
|
1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ADAM
HERSHEY
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
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3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
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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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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
|
7
|
SOLE
VOTING POWER
1,700,000
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
1,700,000
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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
1,700,000
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14
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TYPE
OF REPORTING PERSON
IN
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|
Item
1.
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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 Adam Hershey.
(b) The
address of the Reporting Person is c/o SIAR Capital LLC, 888 7
th
Avenue,
New York, New York 10019.
(c) Mr.
Hershey is 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.
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Source
and Amount of Funds or Other
Consideration.
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With
respect to the warrants to purchase an aggregate of 700,000 shares of Common
Stock, the Reporting Person received them as compensation from the
Issuer.
With
respect to the remaining warrants to purchase an aggregate of 1,000,000 shares
of Common Stock, the Reporting Person received them as a gift.
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Item
4.
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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.
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Item
5.
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Interest
in Securities of the Issuer.
|
(a) The
Reporting Person beneficially owns 1,700,000 shares of Common Stock,
representing 5.1% 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 1,700,000 shares of Common Stock issuable upon
exercise of warrants held by the Reporting Person.
(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) With
the exception of the receipt of warrants to acquire 1,000,000 shares by Mr.
Hershey on February 10, 2011, no transactions in the Common Stock were effected
by the Reporting Person in the last 60 days.
(d) and
(e) Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of Issuer.
|
On
February 13, 2009, as compensation for his service as a director, Mr. Hershey
was 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, 2009, as compensation for his service as a director, Mr. Hershey was granted
warrants to acquire 300,000 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, as compensation for his service as a director, Mr. Hershey was 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.
On
February 10, 2011, Mr. Hershey received as a gift from the holders
thereof:
(a) warrants
to acquire 200,000 shares of Common Stock at an exercise price of $0.125 per
share as a gift. Such warrants are exercisable for a period of five
years. The warrants also provide for cashless exercise at the option
of the holder;
(b) warrants
to acquire 300,000 shares of Common Stock at an exercise price of $0.222 per
share. Such warrants are exercisable for a period of five
years. The warrants also provide for cashless exercise at the option
of the holder; and
(c) warrants
to acquire an aggregate of 500,000 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.
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Item
7.
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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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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 11, 2011
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/s/
Adam
Hershey
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Adam
Hershey
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