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U.S.
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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SEC
File Number
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FORM
12b-25
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000-06814
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CUSIP
Number
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NOTIFICATION
OF LATE FILING
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011
805 10 9
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(Check
One):
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(Check
One)
[ ]
Form 10-K and Form 10-KSB [ ]Form 20-F [ ] Form 11-K [X] Form 10-Q and 10-QSB
[
] Form
N-SAR [ ] Form N-CSR
For
Period Ended: March 31, 2007
[
]
Transition Report on Form 10-K
[
]
Transition Report on Form 20-F
[
]
Transition Report on Form 11-K
[
]
Transition Report on Form 10-Q
[
]
Transition Report on Form N-SAR
For
the
Transition Period Ended:
Read
Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified
any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
Items(s) to which the notification relates:
Part
I - Registrant Information
Full
name
of Registrant:
U.S.
Energy Corp.
Former
Name if Applicable: N/A
Address
of Principal Executive Office (Street and Number): 877 N. 8th
W.
City,
State and Zip Code: Riverton, Wyoming 82501
Part
II - Rules 12b-25(b) and (c)
If
the
subject report could not be filed without unreasonable effort or expense
and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should
be
completed. (Check box if appropriate)
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(a)
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The
reasons described in reasonable detail in Part III of this form
could not
be eliminated without unreasonable effort or
expense;
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X
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(b)
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The
subject annual report, semi-annual report, transition report on
Form 10-K,
Form 20-F, 11-K, Form N-SAR, or Form N-CSR, or portion thereof,
will be
filed on or before the fifteenth calendar day following the prescribed
due
date; or the subject quarterly report or transition report on Form
10-Q,
or subject distribution report on Form 10-D, or portion thereof,
will be
filed on or before the fifth calendar day following the prescribed
due
date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
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Part
III - Narrative
State
below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-SAR
or
the transition report or portion thereof, could not be filed within the
prescribed time period.
On
April
30, 2007, U.S. Energy Corp.(“USE”) and its majority-owned subsidiary Crested
Corp. (“Crested”) completed their sale of uranium assets to sxr Uranium One. Due
to the complexity of this transaction and the amount of time required of
the
registrant’s accounting staff to close the transaction and file a Form 8-K, the
financial statements for the Form 10-Q for the registrant’s fiscal quarter
(March 31, 2007) have not been completed.
Due
to
the significance of the financial statements on the Form 10-Q disclosures,
the
registrant does not believe that any portion of the Form 10-Q should be filed
without the financial statements.
Part
IV - Other Information
(1)
Name
and telephone number of person to contact in regard to this notification.
Stephen E. Rounds, Attorney, 303.377.6997.
(2)
Have
all other periodic reports required under section 13 or 15(d) of the Securities
Exchange Act of 1934 or section 30 of the Investment Company Act of 1940
during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
reports(s). [X]Yes
[
]No
(3)
Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
[X]Yes
[
]No
USE
expects the Form 10-Q will reflect the following:
During
the three months ended March 31, 2007, USE recognized a loss of $1,318,200
or
$0.07 per share as compared to a loss of $1,085,100 or $0.06 per share for
the
period ended March 31, 2006. The primary reason for the increased loss is
the
reduction in the gain on sale of assets. During the three months ended March
31,
2006, USE recognized a gain of $2,414,900 from the sale of a portion of its
uranium assets to UPC. The only gain from the sale of assts during the three
months ended March 31, 2007 was the sale of one truck in the amount of $1,000.
The gain on the sale of assets during the quarter ended March 31, 2006 was
offset by the loss of $585,400 from the valuation of USE’s ownership of shares
of Enterra Energy Trust. No similar loss from the valuation of a derivative
was
recognized during the quarter ended March 31, 2007. Finally, the other major
component of the change in the net earnings for the quarters ended March
31,
2007 and 2006 was the gain on the sale of the UPC shares recognized during the
quarter ended March 31, 2007 of $774,700. No similar gain was recognized
during
the quarter of the previous year.
Other
changes in revenues and expenses during the comparative periods of the quarters
ended March 31, 2007 and 2006 are a reduction of $104,600 in operating revenues
and a reduction of operating costs and expenses of $451,800.
During
the quarter ended March 31, 2007, USE recognized an income tax benefit of
$348,300 by reducing the valuation allowance on the deferred income tax assets
based upon our assessment that we will generate taxable income, following
March
31, 2007, as a result of the transaction with sxr Uranium One for the sale
of
uranium assets (the Shootaring Canyon uranium mill in Utah, and unpatented
uranium claims in Wyoming, Colorado, Arizona and Utah). No provision for
or
benefit from income taxes was recorded during the quarter ended March 31,
2006.
U.S.
Energy Corp. has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date:
May
16, 2007
By:
/s/Robert
Scott Lorimer
Robert
Scott Lorimer, CFO