10QSB 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number 33-00215 UNITED STATES ANTIMONY CORPORATION (Name of small business issuer in its charter) MONTANA 81-0305822 ------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) P.O. BOX 643, THOMPSON FALLS, MONTANA 59873 ------------------------------------------ ------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (406) 827-3523 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X No --- --- At May 14, 2003, the registrant had outstanding 27,027,959 shares of par value $0.01 common stock. UNITED STATES ANTIMONY CORPORATION QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003 TABLE OF CONTENTS

Page PART I - FINANCIAL INFORMATION Item 1: Financial Statements. . . . . . . . . . . . . . . . . . . . . . 1 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . 5 Item 3: Controls and Procedures . . . . . . . . . . . . . . . . . . . . 7 PART II - OTHER INFORMATION Item 1: Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 8 Item 2: Changes in Securities . . . . . . . . . . . . . . . . . . . . . 8 Item 3: Defaults among Senior Securities. . . . . . . . . . . . . . . . 8 Item 4: Submission of Matters to a Vote of Security Holders . . . . . . 8 Item 5: Other Information . . . . . . . . . . . . . . . . . . . . . . . 8 Item 6: Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 8 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

[The balance of this page has been intentionally left blank.] PART I-FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS

(UNAUDITED) MARCH 31, DECEMBER 31, 2003 2002 ASSETS Current assets: Accounts receivable, less allowance for doubtful accounts of $30,000 . . . . . . . . . . . . . . . $ 167,223 $ 106,971 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . 46,069 123,307 -------------- ------------- Total current assets . . . . . . . . . . . . . . . . . 213,292 230,278 Investment in USAMSA, net. . . . . . . . . . . . . . . . . . . . . 17,125 18,625 Properties, plants and equipment, net. . . . . . . . . . . . . . . 515,728 529,416 Restricted cash for bank note payable. . . . . . . . . . . . . . . 102,022 102,022 Restricted cash for reclamation bonds. . . . . . . . . . . . . . . 91,186 91,186 Restricted cash for payroll taxes. . . . . . . . . . . . . . . . . 14,000 -------------- ----------- Total assets . . . . . . . . . . . . . . . . . . . . . . $ 953,353 $ 971,527 ============== ============= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Checks issued and payable. . . . . . . . . . . . . . . . . . . . $ 114,092 $ 53,641 Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 918,350 783,799 Accrued payroll and property taxes . . . . . . . . . . . . . . . 270,984 280,247 Accrued payroll and other. . . . . . . . . . . . . . . . . . . . 90,406 85,838 Judgment payable . . . . . . . . . . . . . . . . . . . . . . . . 50,630 49,780 Accrued interest payable . . . . . . . . . . . . . . . . . . . . 14,640 18,663 Payable to related parties . . . . . . . . . . . . . . . . . . . 172,311 202,625 Stock subscription payable . . . . . . . . . . . . . . . . . . . 35,000 35,000 Notes payable to bank, current . . . . . . . . . . . . . . . . . 263,239 266,284 Accrued reclamation costs, current . . . . . . . . . . . . . . . 41,083 44,565 --------------- ------------- Total current liabilities. . . . . . . . . . . . . . . . 1,970,735 1,820,442 Notes payable to bank, noncurrent. . . . . . . . . . . . . . . . . 323,681 345,638 Accrued reclamations costs, noncurrent . . . . . . . . . . . . . . 152,050 152,050 --------------- ------------- Total liabilities. . . . . . . . . . . . . . . . . . . . 2,446,466 2,318,130 --------------- ------------- Commitments and contingencies (Note 3) Stockholders' deficit: Preferred stock, $0.01 par value, 10,000,000 shares authorized: Series A: 4,500 shares issued and outstanding. . . . . . . . 45 45 Series B: 750,000 shares issued and outstanding. . . . . . . 7,500 7,500 Series C: 177,904 shares issued and outstanding. . . . . . . 1,779 1,779 Series D: 368,000 shares issued and outstanding. . . . . . . 3,680 960 Common stock, $0.01 par value, 30,000,000 shares authorized; 27,027,959 issued and outstanding. . . . . . . . . 270,279 270,279 Additional paid-in capital . . . . . . . . . . . . . . . . . . . 16,988,090 16,963,610 Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . (18,764,486) (18,590,776) --------------- ------------- Total stockholders' deficit. . . . . . . . . . . . . . . (1,493,113) (1,346,603) --- ----------- ------------- Total liabilities and stockholders' deficit. . . . . . . $ 953,353 $ 971,527 ============= =============

The accompanying notes are an integral part of the financial statements. 1 UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, MARCH 31, 2003 2002 Revenues: Sales of antimony products and other. . . . . $ 1,019,496 $ 651,089 Sales of zeolite products . . . . . . . . . . 120,700 61,314 ------------ ------------ 1,140,196 712,403 Cost of sales: Cost of antimony production . . . . . . . . . 775,666 550,248 Cost of zeolite production. . . . . . . . . . 123,269 31,101 Antimony depreciation . . . . . . . . . . . . 9,476 14,300 Zeolite depreciation. . . . . . . . . . . . . 13,686 6,200 Antimony freight and delivery . . . . . . . . 77,677 79,809 Zeolite freight and delivery. . . . . . . . . 20,594 2,010 ------------ ------------ 1,020,368 683,668 Gross profit. . . . . . . . . . . . . . . . . . 119,828 28,735 ------------ ------------ Other operating expenses: Bear River Zeolite general and administrative 73,314 60,351 Antimony general and administrative . . . . . 130,884 97,896 Bear River Zeolite sales expenses . . . . . . 14,436 8,130 Antimony sales expenses . . . . . . . . . . . 25,568 26,865 ------------ ------------ 244,202 193,242 ------------ ------------ Other (income) expense: Interest expense. . . . . . . . . . . . . . . 16,376 17,453 Factoring expense . . . . . . . . . . . . . . 33,565 19,326 Interest income and other . . . . . . . . . . (605) (6,950) ------------ ------------ 49,336 29,829 ------------ ------------ Net loss. . . . . . . . . . . . . . . . . . . . $ 173,710 $ 194,336 ============ ============ Basic net loss per share of common stock. . . . $ 0.01 $ 0.01 ============ ============ Basic weighted average shares outstanding . . . 27,027,959 26,588,070 ============ ============

The accompanying notes are an integral part of the financial statements. 2 UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, MARCH 31, 2003 2002 Cash flows from operating activities: Net loss. . . . . . . . . . . . . . . . . . . . . . $(173,710) $(194,336) Adjustments to reconcile net loss to net cash used by operations: Depreciation and amortization . . . . . . . . . 24,662 26,931 Series D stock issued to directors. . . . . . . 7,200 Series D stock issued for legal services. . . . 20,000 Change in: Restricted cash . . . . . . . . . . . . . . . (14,000) 144 Accounts receivable . . . . . . . . . . . . . (60,252) 64,486 Inventories . . . . . . . . . . . . . . . . . 77,238 (6,868) Accounts payable. . . . . . . . . . . . . . . 134,551 67,271 Accrued payroll and property taxes. . . . . . (9,263) 14,909 Accrued payroll and other . . . . . . . . . . 4,568 (125) Judgment payable. . . . . . . . . . . . . . . 850 851 Accrued interest payable. . . . . . . . . . . (4,023) Payable to related parties. . . . . . . . . . (30,314) (26,380) Accrued reclamation costs . . . . . . . . . . (3,482) ---------- Net cash used by operating activities . . . (25,975) (53,117) ---------- ---------- Cash flows from investing activities: Purchase of properties, plants and equipment. . . . (9,474) (106,021) ---------- ---------- Net cash used in investing activities . . . (9,474) (106,021) ---------- ---------- Cash flows from financing activities: Proceeds from issuance of common stock and warrants 160,000 Payments on notes payable to bank . . . . . . . . . (74,370) (96,117) Proceeds from notes payable to bank . . . . . . . . 49,368 99,491 Change in checks issued and payable . . . . . . . . 60,451 (4,236) ---------- ---------- Net cash provided by financing activities . 35,449 159,138 ---------- ---------- Net change in cash. . . . . . . . . . . . . . . . . . 0 0 Cash, beginning of period . . . . . . . . . . . . . . 0 0 ---------- ---------- Cash, end of period . . . . . . . . . . . . . . . . . $ 0 $ 0 ========== ========== Supplemental disclosures: Cash paid during the period for interest. . . . . . $ 13,683 $ 13,343 ========== ==========

The accompanying notes are an integral part of these financial statements. 3 PART I - FINANCIAL INFORMATION, CONTINUED: UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION: The unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company's management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three-month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2003. Certain consolidated financial statement amounts for the three-month period ended March 31, 2002 have been reclassified to conform to the 2003 presentation. These reclassifications had no effect on the net loss or accumulated deficit as previously reported. For further information refer to the financial statements and footnotes thereto in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002. 2. LOSS PER COMMON SHARE: The Company accounts for its income (loss) per common share according to the Statement of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS No. 128"). Under the provisions of SFAS No. 128, primary and fully diluted earnings per share are replaced with basic and diluted earnings per share. Basic earnings per share is arrived at by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding, and does not include the impact of any potentially dilutive common stock equivalents. Common stock equivalents, including warrants to purchase the Company's common stock and common stock issuable upon the conversion of debentures are excluded from the calculations when their effect is antidilutive. 3. COMMITMENTS AND CONTINGENCIES: Until 1989, the Company mined, milled and leached gold and silver in the Yankee Fork Mining District in Custer County, Idaho. In 1994, the U.S. Forest Service, under the provisions of the Comprehensive Environmental Response Liability Act of 1980 ("CERCLA"), designated the cyanide leach plant as a contaminated site. In 1996, the Idaho Department of Environmental Quality requested that the Company sign a consent decree related to completing the reclamation and remediation at the Preachers Cove mill. The Company has been diligently reclaiming the property and anticipates it will have the reclamation complete in the near term. In November of 2001, the Environmental Protection Agency ("EPA") listed two by-products of the Company's antimony oxide manufacturing process as hazardous wastes under subtitle C of the Resource Conservation and Recovery Act ("RCRA"), and emergency notification requirements for releases to the environment under CERCLA. On November 26, 2002, the Company received a notice of violation related to a hazardous waste discharge that was discovered during a hazardous waste compliance evaluation inspection conducted at the Company's Thompson Falls antimony facility. In response to the notice, the Company removed certain antimony materials from its production area and agreed to ensure that future releases of hazardous waste would not occur. At March 31, 2003, management believes that no additional liability will result from the violation. 4 UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED: 3. COMMITMENTS AND CONTINGENCIES, CONTINUED: During the first quarter of 2003, the Company paid $3,482 in water monitoring costs relating to its Preachers Cove property that were charged to its accrued reclamation liability. The Company's management believes that USAC is currently in substantial compliance with environmental regulatory requirements and that its accrued environmental reclamation costs are representative of management's estimate of costs required to fulfill its reclamation obligations. Such costs are accrued at the time the expenditure becomes probable and the costs can reasonably be estimated. The Company recognizes, however, that in some cases future environmental expenditures cannot be reliably determined due to the uncertainty of specific remediation methods, conflicts between regulating agencies relating to remediation methods and environmental law interpretations, and changes in environmental laws and regulations. Any changes to the Company's reclamation plans as a result of these factors could have an adverse affect on the Company's operations. The range of possible losses in excess of the amounts accrued cannot be reasonably estimated at this time. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION General This report contains both historical and prospective statements concerning the Company and its operations. Prospective statements (known as "forward-looking statements") may or may not prove true with the passage of time because of future risks and uncertainties. The Company cannot predict what factors might cause actual results to differ materially from those indicated by prospective statements. Results of Operations The Company's operations resulted in a net loss of $173,710 for the three-month period ended March 31, 2003, compared with a net loss of $194,336 for the three-month period ended March 31, 2002. The decrease in the loss for the first quarter of 2003 compared to the similar quarter of 2002 is primarily due to increased sales prices for antimony oxide and an increase in sales of zeolite during the first quarter of 2003. Total revenues from antimony product sales for the first quarter of 2003 were $1,019,496 compared with $651,089 for the comparable quarter of 2002, an increase of $368,407. During the three-month period ended March 31, 2003, 48.79% of the Company's revenues from antimony product sales were from sales to one customer and 5.55% were from sales to a second individual customer. Sales of antimony products during the first quarter of 2003 consisted of 751,681 pounds at an average sale price of $1.36 per pound. During the first quarter of 2002 sales of antimony products consisted of 752,049 pounds at an average sale price of $0.87 per pound. The increase in sale prices of antimony products from the first quarter of 2002 to the first quarter of 2003 is the result of a corresponding increase in antimony metal prices. Sales of zeolite products during the first quarter of 2003 were $120,700 compared with first quarter sales in 2002 of $61,314. The increase in sales for the first quarter of 2003 compared to the first quarter of 2002 was due to the Company's marketing efforts and a corresponding increase in the number of zeolite customers. Gross profit from antimony and zeolite sales during the first three-month period of 2003 was $119,828 compared with gross profit of $28,735 during the first three-month period of 2002. The cost of antimony sales was $775,666, or $1.03 per pound sold, during the first quarter of 2003 compared to $550,248 or $0.73 per pound sold, during the first quarter of 2002. The increase was due to the corresponding increase in antimony metal prices during the first quarter of 2003. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: The cost of zeolite sales was $123,269 for the first quarter of 2003 compared to $31,101 during the first quarter of 2002. The increase was principally due to the increase in sales of zeolite. Antimony depreciation for the first quarter of 2003 was $9,476 compared to $14,300 for the first quarter of 2002. The decrease in depreciation from 2002 to 2003 is due to certain depreciable assets nearing the end of their useful lives. Zeolite depreciation for the first quarter of 2003 was $13,686 compared to $6,200 for the first quarter of 2002. The increase in depreciation is due to the continued purchase of capital assets associated with zeolite production. Antimony freight and delivery for the first quarter of 2003 was $77,677 and was comparable to $79,809 of freight and delivery expense during the first quarter of 2002. Zeolite freight and delivery for the first quarter of 2003 was $20,594 compared to $2,010 for the first quarter of 2002. The increase is due to a corresponding increase in zeolite sales. During the first quarter of 2003, the Company incurred costs totaling $73,314 associated with general and administrative expenses of it's 100% owned subsidiary, Bear River Zeolite Company, compared to $60,351 of such expenses in the comparable quarter of 2002. The increase in BRZ expenses was principally due to costs associated with zeolite marketing efforts and other product development activities during 2003. Zeolite sales expenses were $14,436 during the first quarter of 2003 compared to $8,130 during the first quarter of 2002. The increase in zeolite sales expense was due to a corresponding increase in zeolite sales. General and administrative expenses in the antimony division were $130,884 during the first quarter of 2003 compared to $97,896 during the first quarter of 2002. The increase in general and administrative expenses was partially due to costs totaling $27,200 from Series D Preferred Stock issues to the Company's directors and an attorney during the first quarter of 2003. Antimony sales expenses were $25,568 in the first quarter of 2003 and were comparable with $26,865 during the first quarter of 2002. Interest expense of $16,376 was incurred during the first quarter of 2003 and was comparable to $17,453 during the first quarter of 2002. Accounts receivable factoring expense was $33,565 of factoring expense incurred during the first quarter of 2003 compared to $19,326 during the first quarter of 2002. The increase was primarily due to an increase in sales during the first quarter of 2003. Interest and other income decreased from $6,950 during the first quarter of 2002 to $605 during the first quarter of 2003. The decrease was the result of the decrease in interest rates during the first quarter of 2003. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: Financial Condition and Liquidity At March 31, 2003, Company assets totaled $953,353, and there was a stockholders' deficit of $1,493,113. The stockholders' deficit increased $146,510 from December 31, 2002, primarily due to the net loss incurred during the first quarter of 2003. At March 31, 2003 the Company's total current liabilities exceeded its total current assets by $1,757,443. Due to the Company's operating losses, negative working capital, and stockholders' deficit, the Company's independent accountants included a paragraph in the Company's 2002 financial statements relating to a going concern uncertainty. To continue as a going concern the Company must generate profits from its antimony and zeolite sales and to acquire additional capital resources through the sale of its securities or from short and long-term debt financing. Without financing and profitable operations, the Company may not be able to meet its obligations, fund operations and continue in existence. While management is optimistic that the Company will be able to sustain profitable operations and meet its financial obligations, there can be no assurance of such. Cash used by operating activities during the first three months of 2003 was $25,975, and resulted from the first quarter net loss of $173,710 as adjusted by increasing accounts payable, decreasing inventories and the non-cash affects of depreciation and amortization expenses. Cash used in investing activities during the first three months of 2003 was $9,474 and primarily related to the construction of capital assets at the Bear River Zeolite facility. Net cash provided by financing activities was $35,449 during the first three months of 2003 was primarily generated from an increase in checks issued and payable. ITEM 3. CONTROLS AND PROCEDURES Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, the Company's president believes the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses. 7 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES Neither the constituent instruments defining the rights of the registrant's securities filers nor the rights evidenced by the registrant's outstanding common stock have been modified, limited or qualified. ITEM 3. DEFAULTS UPON SENIOR SECURITIES The registrant has no outstanding senior securities. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 10.51 Consulting Agreement Dated March 1, 2003 Reports on Form 8-K None 8 SIGNATURE Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNITED STATES ANTIMONY CORPORATION (Registrant) By:/s/ John C. Lawrence Date: May 14, 2003 ------------------------------------------- John C. Lawrence, Director and President (Principal Executive, Financial and Accounting Officer) 9 CERTIFICATION I, John C. Lawrence, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of United States Antimony Corporation 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of and for the periods presented in this quarterly report. 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and I have: a. designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions); a. all significant deficiencies in the design or operations of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 14, 2003 /s/ John C. Lawrence -------------------- John C. Lawrence President, Director and Principal Financial Officer 10 CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, John C. Lawrence, President, Director and Principal Financial Officer of United States Antimony Corporation ("the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1. This Quarterly Report on Form 10-QSB of the Registrant for the period ended March 31, 2003, as filed with the Securities and Exchange Commission (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: May 14, 2003 /s/ John C. Lawrence -------------------- John C. Lawrence President, Director and Principal Financial Officer 11