UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (date of earliest event reported): November 12, 2008 (November 10,
2008)
U.S.
ENERGY CORP.
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(Exact
Name of Company as Specified in its
Charter)
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Wyoming
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0-6814
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83-0205516
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(State
or other jurisdiction of
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(Commission
File No.)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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Glen
L. Larsen Building
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877
North 8th
West
Riverton,
WY
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82501
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (307)
856-9271
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Not
Applicable
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Former
Name, Former Address or Former Fiscal Year,
If
Changed From Last Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2):
¨ Written
communications pursuant to Rule 425 under the Securities Act
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Section
4: Matters
Related to Accountants and Financial Statements
Item
4.01: Changes
in Registrant’s Certifying Accountant.
(a)
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On
November 10, 2008, U.S. Energy Corp. (“USE”) dismissed
Moss Adams LLP (“MA”) as USE’s
independent accounting firm, and as of that same date, appointed Hein
& Associates LLP (“HA”) as the
company’s independent accounting
firm.
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The
charter of USE’s audit committee mandates a review of the company’s relationship
with its independent accounting firm every five years. MA (including
its predecessor firm) have served as the independent firm for five
years. In the course of its review, the audit committee determined
that USE should change to a firm with particular expertise in the minerals
sector.
(i)
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As
stated, MA was dismissed.
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(ii)
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MA’s
reports on USE’s financial statements for the years ended December 31,
2006 and 2007 did not contain an adverse opinion or a disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty,
audit scope, or accounting
principles.
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(iii)
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As
stated, the decision to dismiss MA, and appoint HA as the successor firm,
was recommended by the audit committee and approved by the full board of
directors.
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(iv)
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During
the two most recent fiscal years (ended December 31, 2007) and through
November 10, 2008, there were no disagreements with MA on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope of procedure, which disagreement(s), if not resolved to the
satisfaction of MA, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its
reports.
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We have
provided MA with a copy of this Report on Form 8-K prior to filing the Report
with the SEC, requesting MA to provide us with a letter addressed to the SEC,
stating whether it agrees with USE’s statements made in subclauses (i) through
(v) above. MA’s letter is attached to this Form 8-K as Exhibit
16.1.
(b)
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During
the two most recent fiscal years (ended December 31, 2007) and through
November 10, 2008, neither USE nor anyone acting on its behalf engaged HA
either as the principal accountant for USE’s financial statements, or as
an independent accountant to audit a significant
subsidiary.
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Further,
during such two most recent fiscal years, and any subsequent interim period,
through November 10, 2008, neither USE nor anyone acting on its behalf consulted
HA regarding (i) either: The application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on USE’s financial statements, and either a written report was
provided to the registrant or oral advise was provided that HA concluded was an
important factor considered by the registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement (as defined in (iv) above and the SEC’s
instructions related thereto as set forth in Form 8-K), or a reportable event as
described in paragraph 304(a)1)(v) of Form 8-K.
We
requested HA to review the above disclosure as it relates to them before it was
filed with the Commission and have provided HA the opportunity to furnish us
with a letter to the Commission containing any new information, clarification of
our expression of our views or the respects in which it does not agree with the
statements made by us. HA agreed with the statements as it related to
them.
Section
9. Financial Statements and Exhibits.
Exhibit
16.1 Moss
Adams concurrence letter
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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U.S.
ENERGY CORP.
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Dated:
November 12, 2008
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By:
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/s/
Keith G. Larsen
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Keith
G. Larsen, CEO
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