November 18, 2005
Mr. Daniel P. Svilar
U.S. Energy Corp.
877 North 8th West
Riverton, WY 82501
Re: U.S. Energy Corp.
Post-Effective Amendment No. 1 to Form S-1
Filed October 25, 2005
File No. 333-115477
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed April 15, 2005
File No. 0-06814
Form 10-Q for the Period Ended September 30, 2005
Filed November 14, 2005
Dear Mr. Svilar:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure. After reviewing this
information,
we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Post-Effective Amendment No. 1 to Form S-1
Exhibits
1. Please file a consent from your predecessor accountant in an
amendment to the Form S-1.
Signatures
2. Please revise to specify the date your document was signed.
Form 10-K for the Fiscal Year Ended December 31, 2004
Financial Statements, page 56
Balance Sheets, page 60
3. We note you present $2,599,000 and $2,726,600 as deferred gain
on
sale of asset on your consolidated balance sheets at December 31,
2004
and 2003. Similarly, we note you added an additional line item in
your subsequent reports on Form 10-Q for the deferral of gain on
the
sale of Rocky Mountain Gas, Inc. at June 30 and September 30,
2005.
Disclose the origin of these account balances in the applicable
filings, including the terms under which they were generated, and
the
circumstances under which you will recognize the gain into income.
Also disclose how each element of consideration was valued, and
the
manner by which you will account for changes in value until
realization occurs. Please submit detailed computations of your
gains, showing the amounts ascribed to each component, including
book
values of assets and liabilities relieved.
Note B - Summary of Significant Accounting Policies, page 71
Revenue Recognition, page 74
4. In your disclosure you state management fees are for operating
and
overseeing coalbed methane production and oil production on the
Fort
Peck Reservation in Montana. It is our understanding that you do
not
hold an interest in this property. However, on page 49 you do
state
that management fee revenues increased in 2004 due to your
acquisition
of producing gas properties. Tell us the extent to which you have
reported as revenue fees paid to you for operating properties in
which
you hold an interest. Please understand that any such management
and
service fees should be recorded as reimbursements of costs,
offsetting
the costs that were specifically incurred to provide the services,
with any excess of fees over costs credited to the full cost pool,
to
comply with Rule 4-10(c)(6)(iii) and (iv) of Regulation S-X.
Please
revise your policy disclosure to describe your accounting for
management fees and to include the amount of such fees that were
credited to the full cost pool for each period presented. If you
believe the amounts do not warrant disclosure due to
immateriality,
you may provide this information on a supplemental basis.
Form 10-Q for the Period Ended September 30, 2005
Statements of Cash Flows, page 7
5. We note that you present cash flows used/received in the
development of mining claims as a component of cash flows from
investing activities. Please note the determination of proven and
probable reserves, as defined by Industry Guide 7, is generally
required prior to the capitalization of mine development costs.
Therefore, we ordinarily expect costs relating to the exploration
or
development of mine claims for which there are no proved reserves
to
be expensed as incurred, and all related cash flows to be reported
as
operating activities in the Statements of Cash Flows. Explain to
us
the nature of the activities associated with the costs reflected
in
this line item, and tell why you believe these cash flows are
appropriately classified as investing activities.
Note 5, page 10
6. We note you have reported the sale of Rocky Mountain Gas, Inc.
(RMG) as a discontinued operations. Please comply fully with the
reporting and disclosure requirements outlined in paragraphs 41
through 48 of SFAS 144.
Note 6, page 11
7. We note your disclosure indicating that you received $500,000
cash
from Enterra as consideration for the sale of RMG on June 1, 2005.
However, on page 18 of your second quarter report on Form 10-Q,
you
state that you did not receive any cash from the sale of RMG
during
the six months ended June 30, 2005. Finally, in the Statement of
Cash
Flows in your two most recent interim reports on Form 10-Q, you
report
cash outflows of $881,800 related to this sale. Please reconcile
these differences for us and clarify within your disclosure the
cash
received and/or expended in consummating the transaction.
Management`s Discussion and Analysis, page 18
Capital Resources, page 22
Joint Venture with Uranium Power Corp., page 22
8. We note that you entered into an agreement in 2004 to sell a
50%
undivided interest in certain properties to Uranium Power Corp.
(UPC),
and in 2005 you entered into a joint venture with UPC to explore,
develop and mine these properties. Disclose how you are
accounting
for the joint venture. In addition, tell us why you have
classified
consideration received from UPC as Management fees, as this
caption
does not appear to depict the underlying origin of these amounts.
Closing Comments
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
Please contact Jennifer Gallagher at (202) 551-3706 or Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jason Wynn at (202) 551-3756 or me at (202) 551-
3740
with any other questions. Direct all correspondence to the
following
ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: J. Wynn
J. Gallagher
K. Hiller
Stephen E. Rounds, Esq.
(303) 377-0231
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Mr. Daniel P. Svilar
U.S. Energy Corp.
November 18, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
MAIL STOP 7010