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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
U.S. Energy Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
902951 10 2
(CUSIP Number)
August 23, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No.: 902951 10 2
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Castlebridge Partners, LLC
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization Delaware
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Number of 5) Sole Voting Power 568,750
Shares -----------------------------------------------------
Beneficially 6) Shared Voting Power 0
Owned -----------------------------------------------------
by Each 7) Sole Dispositive Power 568,750
Reporting -----------------------------------------------------
Person With 8) Shared Dispositive Power 0
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9) Aggregate Amount Beneficially Owned by Each Reporting Person 568,750
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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11) Percent of Class Represented by Amount in Row (9) 8.4%
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12) Type of Reporting Person OO
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ITEM 1(A) NAME OF ISSUER:
U.S. Energy Systems, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
515 North Flagler Drive
Suite 702
West Palm Beach, Florida 33401
ITEM 2(A) NAME OF PERSON FILING:
Castlebridge Partners, LLC
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
900 West Jackson
Suite 7E
Chicago, Illinois 60607
ITEM 2(C) CITIZENSHIP:
Delaware
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E) CUSIP NUMBER:
902951 10 2
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o)
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c)
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c)
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940 (U.S.C. 80a-8)
(e) [ ] Investment Adviser in accordance with section
240.13d-1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan or endowment fund in accordance
with section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company or control person in accordance
with section 240.13d-1(b)(1)(ii)(G)
(h) [ ] savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
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ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
568,750
(b) Percent of Class:
8.4%
(c) Number of shares as to which such person has:
<TABLE>
<S> <C>
(i) sole power to vote or to direct the vote 568,750
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 568,750
(iv) shared power to dispose or to direct the disposition of 0
</TABLE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
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ITEM 10. CERTIFICATION
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date:
Signature:
CASTLEBRIDGE PARTNERS, L.L.C.
By: /s/ Paul Murray
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Its: President
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