USEG US Energy Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

     For Period Ended: December 31, 2015

     ☐ 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: ___________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

______________________________________________________________________________

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)

  PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, within the prescribed time period because the Registrant has not been able to obtain and assimilate all information required to complete its accounting and audit for the year. Accordingly, the Registrant has not been able to complete its financial statements and other required disclosures to its Form 10-K.

PART IV-- OTHER INFORMATION

(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 answer is no, identify report(s). ☒ 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? ☒ Yes☐ No

The Registrant expects to report revenues for the year ended December 31, 2015 of approximately $10 million as compared to $32 million for the year ended December 31, 2014. The Registrant expects to report a net loss for the year ended December 31, 2015 of approximately $93 million as compared to a net loss of $2 million for the year ended December 31, 2014. The primary reasons for the significant changes in revenue and net loss relates to (i) a greater than 50% reduction in the Company’s realized price for oil which resulted in lower revenues and impairment charges for the Company’s oil and gas properties of approximately $58 million, and (ii) an impairment charge of approximately $23 million related to the Company’s discontinued mining segment.

The foregoing statements are based on the Company’s current expectations as of the date of this filing and involve a number or risks and uncertainties, which may cause actual results to differ. The risks include, but are not limited to, unexpected changes arising during the annual audit procedures.

U.S. Energy Corp.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

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