SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nakash Joe

(Last)

(First)

(Middle)

C/O ROBERT A. SPIEGELMAN, ESQ.,

1400 BROADWAY, 15TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2007

3. Issuer Name and Ticker or Trading Symbol
U S ENERGY SYSTEMS INC [ USEY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,000,000⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	1,715,700⁽²⁾	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series J Common Stock Purchase Warrants	02/21/2007	02/21/2012	Common Stock	575,000⁽¹⁾	$0.01	I	See Footnote⁽³⁾

Explanation of Responses:

1. As of February 21, 2007, Nakash Energy, LLC purchased 1,000,000 shares of Common Stock of the Issuer (the "Purchased Shares"), for an aggregate purchase price of $5,000,000. As additional consideration, Nakash Energy, LLC received five-year warrants (the "Warrants") to purchase 575,000 shares of Common Stock of the Issuer, at an exercise price of $0.01 per share.

2. In addition, as of February, 21, 2007, Nakash Energy entered into a Loan Agreement with Henry Schneider, pursuant to which Nakash Energy loaned $4,731,388 to Henry Schneider (the "Loan"). In order to induce Nakash Energy to enter into the Loan Agreement, Henry Schneider and Lawrence Schneider entered into Pledge Agreements with Nakash Energy, pursuant to which they pledged 1,575,700 shares and 200,000 shares of their Common Stock of the Issuer, respectively (the "Pledged Shares," and together with the Purchased Shares and the Warrants, the "Securities"), as collateral security for the repayment of the Loan. Nakash Energy appointed and granted an unrelated third party an irrevocable proxy to vote the Pledged Shares so long as they were held in escrow under the Pledge Agreements. As of July 25, 2007, an "event of default" occurred under the Loan Agreement, and Nakash Energy took possession of the Pledged Shares.

3. The Reporting Person is a Managing Member of Nakash Holding, LLC, and, therefore, may be deemed to be the a beneficial owner of the Securities by virtue of his voting and/or investment control over such Securities. The Reporting Person disclaims any beneficial ownership of any such Securities, except for his pecuniary interest therein.

	/s/ Joe Nakash	08/06/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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