USE 12B-25
U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SEC
File
Number
FORM
12b-25 000-06814
CUSIP
Number
NOTIFICATION OF LATE FILING
911805 10 9
(Check
One):
(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: June 30, 2005
[
]
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)
| |
(a)
|
The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or
expense;
|
| |
(b)
|
The
subject annual report, semi-annual report, transition report on Form
10-K,
Form
|
|
X
|
|
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
|
| |
(c)
|
The
accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
|
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.
The
sale
of a subsidiary company (Rocky Mountain Gas, Inc., “RMG”) on June 1, 2005 has
required classification of RMG’s historical operations as discontinued
operations, and has resulted in other changes to the financial information
for
the period ended June 30, 2005. The registrant’s financial statements are in
review at the independent audit firm but that review is not yet complete. We
expect the financial statements, and the audit firm review thereof, to be
completed in the week of August 15, 2005. The Form 10-Q will be filed by the
close of business on Friday, August 19, 2005.
Due
to
the significance of the financial statements on the disclosures in the Form
10-Q, 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
If
so:
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On
June
1, 2005, the sale of all the outstanding stock of RMG to Enterra US Acquisitions
Inc. (Acquisitions”), a privately-held Washington corporation organized by
Enterra Energy Trust (“Enterra”) was closed. Enterra paid $500,000 cash and
issued Enterra units valued at $5,234,000, net of the $266,000 adjustment for
the purchase of overriding royalty interests (effected June 1, 2005); and
Acquisitions issued class D shares of Acquisitions valued at $14,000,000. The
Enterra Initial Units and the class D shares were issued pro rata to the RMG
shareholders, with certain adjustments. The Company’s participation in the
consideration received was approximately $11,942,700 and Crested’s and
Yellowstone Fuels Corp. (“YSFC”) were $6,399,000 and $296,700, respectively and
$500,000 in cash.
Due
to
the sale of RMG, its historical operations during the reported periods in 2004
and 2005 have been classified as discontinued. The registrant's only source
of
operating revenues currently consist of management fees and commercial real
estate.
Primarily
as a result of the sale of RMG the Company recognized a net gain of $9,299,500
or $0.62 per share as compared to a net loss of $3,384,200 or $0.27 per share
for the six months ended June 30, 2004. During the quarter ended June 30, 2005
the Company recognized a net gain of $10,800,700 or $0.72 per share as compared
to a net loss of $1,609,200 or $0.13 per share.
U.S.
Energy Corp.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
August 16, 2005 By:
/s/Robert
Scott Lorimer
Robert Scott Lorimer, CFO