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 June 30, 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 August 12, 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 JUNE 30, 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 . . . . . . . . . . . . . . . . . . . . 8 PART II - OTHER INFORMATION Item 1: Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 9 Item 2: Changes in Securities . . . . . . . . . . . . . . . . . . . . . 9 Item 3: Defaults among Senior Securities. . . . . . . . . . . . . . . . 9 Item 4: Submission of Matters to a Vote of Security Holders . . . . . . 9 Item 5: Other Information . . . . . . . . . . . . . . . . . . . . . . . 9 Item 6: Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 9 SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

[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) JUNE 30, DECEMBER 31, 2003 2002 ASSETS Current assets: Accounts receivable, less allowance for doubtful accounts of $30,000 . . . . . . . . . . . . . . . $ 30,259 $ 106,971 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . 87,103 123,307 ------------- -------------- Total current assets . . . . . . . . . . . . . . . . . . 117,362 230,278 Investment in USAMSA, net. . . . . . . . . . . . . . . . . . . . . 14,625 18,625 Properties, plants and equipment, net. . . . . . . . . . . . . . . 515,665 529,416 Restricted cash for bank note payable. . . . . . . . . . . . . . . 102,022 102,022 Restricted cash for reclamation bonds. . . . . . . . . . . . . . . 88,670 91,186 Restricted cash for payroll taxes. . . . . . . . . . . . . . . . . 14,000 ------------- ------------- Total assets . . . . . . . . . . . . . . . . . . . . . . $ 852,344 $ 971,527 ============= ============== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Checks issued and payable. . . . . . . . . . . . . . . . . . . . $ 123,624 $ 53,641 Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 850,827 783,799 Accrued payroll and property taxes . . . . . . . . . . . . . . . 211,755 280,247 Accrued payroll and other. . . . . . . . . . . . . . . . . . . . 91,944 85,838 Judgment payable . . . . . . . . . . . . . . . . . . . . . . . . 51,480 49,780 Accrued interest payable . . . . . . . . . . . . . . . . . . . . 14,640 18,663 Payable to related parties . . . . . . . . . . . . . . . . . . . 158,315 202,625 Stock subscription payable . . . . . . . . . . . . . . . . . . . 310,000 35,000 Notes payable to bank, current . . . . . . . . . . . . . . . . . 288,882 266,284 Accrued reclamation costs, current . . . . . . . . . . . . . . . 31,309 44,565 ------------- -------------- Total current liabilities. . . . . . . . . . . . . . . . 2,132,776 1,820,442 Notes payable to bank, noncurrent. . . . . . . . . . . . . . . . . 310,238 345,638 Accrued reclamations costs, noncurrent . . . . . . . . . . . . . . 152,052 152,050 ------------- -------------- Total liabilities. . . . . . . . . . . . . . . . . . . . 2,595,066 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: 375,000 shares issued and outstanding. . . . . . . 3,750 960 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 . . . . . . . . . . . . . . . . . . . 16,988,720 16,963,610 Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . (19,014,795) (18,590,776) ------------- -------------- Total stockholders' deficit. . . . . . . . . . . . . . . (1,742,722) (1,346,603) ------------- -------------- Total liabilities and stockholders' deficit. . . . . . . $ 852,344 $ 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 FOR THE SIX MONTHS ENDED JUNE 30, JUNE 30, JUNE 30, JUNE 30, 2003 2002 2003 2002 Revenues: Sales of antimony products and other . . $ 542,359 $ 975,283 $ 1,561,855 $ 1,626,372 Sales of zeolite products. . . . . . . . 143,058 44,593 263,758 105,907 --------------- --------------- ------------ ------------ 685,417 1,019,876 1,825,613 1,732,279 Cost of sales: Cost of antimony production. . . . . . . 470,254 714,366 1,245,920 1,272,714 Cost of zeolite production . . . . . . . 129,269 66,416 252,537 97,428 Antimony depreciation. . . . . . . . . . 9,476 14,300 18,953 20,500 Zeolite depreciation . . . . . . . . . . 13,686 6,200 27,372 12,400 Antimony freight and delivery. . . . . . 62,635 114,333 140,313 194,142 Zeolite freight and delivery . . . . . . 18,058 775 38,651 2,874 --------------- --------------- ------------ ------------ 703,378 916,390 1,723,746 1,600,058 Gross profit (loss). . . . . . . . . . . . (17,961) 103,486 101,867 132,221 --------------- --------------- ------------ ------------ Other operating expenses: Bear River Zeolite general and administrative . . . . . . . 69,860 44,872 143,174 93,158 Antimony general and administrative. . . 98,995 67,522 229,879 165,418 Bear River Zeolite sales expenses. . . . 14,829 5,524 29,265 19,523 Antimony sales expenses. . . . . . . . . 9,398 17,533 34,966 44,398 --------------- --------------- ------------ ------------ 193,082 135,451 437,284 322,497 --------------- --------------- ------------ ------------ Other (income) expense: Interest expense . . . . . . . . . . . . 16,651 19,921 33,027 37,373 Factoring expense. . . . . . . . . . . . 27,659 26,001 61,224 45,327 Interest income and other. . . . . . . . (5,044) (696) (5,649) (1,450) Sale of Bear River Zeolite royalty . . . (150,000) (150,000) ---------------- -------------- ------------ ------------ 39,266 (104,774) 88,602 (68,750) ---------------- -------------- ------------ ------------ Net income (loss). . . . . . . . . . . . . $ (250,309) $ 72,809 $ (424,019) $ (121,526) =============== ============= ============ ============ Basic net loss per share of common stock . $ Nil $ Nil $ Nil $ Nil ============== ============= ============ ============ Basic weighted average shares outstanding. 27,027,959 26,979,048 27,027,959 26,783,559 ============== ============= ============ ============

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 SIX MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 Cash flows from operating activities: Net loss . . . . . . . . . . . . . . . . . . . . . . . . . $ (424,019) $(121,526) Adjustments to reconcile net loss to net cash used by operations: Depreciation and amortization . . . . . . . . . . . 50,324 44,772 Series D stock issued to directors. . . . . . . . . 7,800 Series D stock issued for legal services. . . . . . 20,100 Change in: Restricted cash. . . . . . . . . . . . . . . . (11,484) (102,290) Accounts receivable. . . . . . . . . . . . . . 76,712 31,227 Inventories. . . . . . . . . . . . . . . . . . 36,204 5,682 Accounts payable . . . . . . . . . . . . . . . 67,029 35,087 Accrued payroll and property taxes . . . . . . (68,492) 35,814 Accrued payroll and other. . . . . . . . . . . 6,106 (3,095) Judgment payable . . . . . . . . . . . . . . . 1,700 1,701 Accrued interest payable . . . . . . . . . . . (4,023) Payable to related parties . . . . . . . . . . (44,310) 5,826 Accrued reclamation costs. . . . . . . . . . . (13,255) (4,559) -------------- ---------- Net cash used by operating activities. . (299,608) (71,361) -------------- ---------- Cash flows from investing activities: Purchase of properties, plants and equipment . . . . . . . (32,573) (189,917) ---------------- ---------- Net cash used in investing activities. . (32,573) (189,917) ---------------- ---------- Cash flows from financing activities: Proceeds from issuance of common stock and warrants. . . . 172,070 Proceed from stock subscriptions payable . . . . . . . . . 275,000 Payments on notes payable to bank, net . . . . . . . . . . (62,170) (60,489) Proceeds from related party advances, net. . . . . . . . . 37,957 Proceeds from notes payable to bank. . . . . . . . . . . . 49,368 100,211 Change in checks issued and payable. . . . . . . . . . . . 69,983 11,529 ------------- ---------- Net cash provided by financing activities 332,181 261,278 ------------- ---------- Net change in cash . . . . . . . . . . . . . . . . . . . . . 0 0 Cash, beginning of period. . . . . . . . . . . . . . . . . . 0 0 - ----------- ---------- Cash, end of period. . . . . . . . . . . . . . . . . . . . . $ 0 $ 0 ============== ===========

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 June 30, 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 June 30, 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 June 30, 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 six months of 2003, the Company paid $13,256 in reclamation and 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 For the three-month period ended June 30, 2003 compared to the three-month period ended June 30, 2002 On May 29, 2002, the Company, was assigned all rights, title and interest in any and all common stock of Bear River Zeolite Company ("Bear River Zeolite" or "BRZ") owned by George Desborough and Nick Raymond, holders of 25% of BRZ's outstanding shares of common stock. The assignment brought the Company's ownership in Bear River Zeolite to 100%. In connection with the assignment, the Company agreed to pay Mr. Desborough and Mr. Raymond a royalty on zeolite sales ranging from 1-3% based on per-ton zeolite sale prices. As additional consideration for the assignment, USAC also agreed to issue Mr. Desborough and Mr. Raymond a total of 50,000 restricted common stock purchase warrants exercisable at $0.40 for a period of 3 years within 30 days of the signing of the agreement, providing common stock is authorized. At June 30, 2003, the Company didn't have authorized shares of common stock available to affect the warrant issue, and the warrants had not yet been issued. On June 1, 2002, BRZ sold a production royalty to Delaware Royalty Corporation ("Delaware"), a company controlled by Al Dugan, a major shareholder that may be regarded as an affiliate. The sale granted Delaware a 2% royalty on all zeolite ore extracted and sold from BRZ's Webster Farm zeolite property. As consideration for the royalty the Company received $150,000. The royalty is due at the end of each quarter and is calculated on the gross sales proceeds from zeolite shipped and sold during the preceding quarter. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: The Company's operations resulted in a net loss of $250,309 for the three-month period ended June 30, 2003, compared with a net income of $72,809 for the three-month period ended June 30, 2002. Net loss during the second quarter of 2003 compared to the net income during the similar quarter of 2002 is primarily due to a $150,000 royalty sales in 2002 and increased fuel expenses, payroll taxes, general and administrative expenses and worker's compensation insurance increases in Montana in 2003. The Company expects that in the fourth quarter of 2003 the worker's compensation insurance expense for the Company will decrease dramatically. Total revenues from antimony product sales for the second quarter of 2003 were $542,359 compared with $975,283 during the comparable quarter of 2002, a decrease of $432,924. The decrease in sales revenues during the 2nd quarter of 2003 compared to the same quarter in 2002 is due to the poor economy, an increase in the cost of antimony metal and the corresponding price increase in the oxide products (resulting in decreased consumer purchasing) and competitive pressures from Chinese antimony distributors. During the three-month period ended June 30, 2003, 46.77%, of the Company's revenues from antimony product sales were from sales to one customer and 7% were from sales to a second individual customer. Sales of antimony products during the second quarter of 2003 consisted of 435,396 pounds at an average sale price of $1.25 per pound. During the second quarter of 2002 sales of antimony products consisted of 1,188,019 pounds at an average sale price of $0.82 per pound. The increase in sale prices of antimony products from the second quarter of 2002 to the second quarter of 2003 is the result of a corresponding increase in antimony metal prices. Sales of zeolite products during the second quarter of 2002 were $143,058 compared to sales of $44,593 during the second quarter of 2002. Gross loss from antimony and zeolite sales during the second three-month period of 2003 was $17,961 compared with gross profit of $103,486 during the second three-month period of 2002. During the second quarter of 2003, the Company incurred expenses totaling $84,689 associated with sales development and general and administrative expenses of its wholly owned subsidiary, Bear River Zeolite, compared to $50,396 of expenses in the comparable quarter of 2002. The increase in BRZ expenses was principally due to increased sales expenses. Antimony general and administrative expenses were $98,995 during the second quarter of 2003, compared to $67,522 during the second quarter of 2002. The increase in general and administrative expenses during the second quarter of 2003 compared to the same quarter of 2002 was due to increased repair, maintenance and legal expenses. Antimony sales expenses were $9,398 during the second quarter of 2003 compared with $17,533 in the second quarter of 2002, the decrease was principally due to the allocation of a portion of USAC's sales and labor costs to BRZ during 2002. Interest expenses were $16,651 during the second quarter of 2003, compared to interest expense of $19,921 incurred during the second quarter of 2002; the decrease in interest expense was due to the decrease in interest rates. Accounts receivable factoring expense was $27,659 during the second quarter of 2003 compared to $26,001 of factoring expense incurred during the second quarter of 2002. The increase was primarily due to an increase in finance charges. Interest and other income increased from $696 during the second quarter of 2002 to $5,044 during the second quarter of 2003. The increase was due to a corresponding increase in other income. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: For the six-month period ended June 30, 2003 compared to the six-month period ended June 30, 2002 The Company's operations resulted in a net loss of $424,019 for the six-month period ended June 30, 2003, compared with a net loss of $121,526 for the six-month period ended June 30, 2002. The increase in net loss from the first six months of 2002 compared to the first six months of 2003 is primarily due to the sale of a royalty in the Company's zeolite operations in 2002 and increase in general administrative expenses in 2003. Total revenues from antimony product sales for the first six months of 2003 were $1,561,855 compared with $1,626,372 for the comparable period of 2002, a decrease of $64,517. During the six-month period ended June 30, 2003, 48.01% of the Company's revenues from antimony products sales were from sales to one customer and 5.79% were from sales to a second individual customer. Sales of antimony products during the first six months of 2003 consisted of 1,187,077 pounds at an average sale price of $1.32 per pound. During the first six months of 2002 sales of antimony products consisted of 1,940,068 pounds at an average sale price of $0.84 per pound. The decrease in pounds of antimony sales is attributed to lower product inventory and a poor economy. The increase in sale prices of antimony products from the first six months of 2002 to the first six months of 2003 is the result of a corresponding increase in antimony metal prices. Sales of zeolite products during the first six months of 2003 were $263,758 compared to sales of $105,907 during the comparable period of 2002. Gross profit from antimony and zeolite sales during the first six-month period of 2003 was $101,867 compared with gross profit of $132,221 during the same six-month period of 2002. During the first six months of 2003, the Company incurred expenses totaling $172,439 associated with sales development and general and administrative expenses of its wholly owned subsidiary, Bear River Zeolite, compared to $112,681 of expenses during the comparable period of 2002. The increase in BRZ expenses was principally due to plant expansion and sales efforts. Antimony general and administrative expenses were $229,879 during the first six months of 2002, compared to $165,418 during the first six months of 2001. The increase in general and administrative expenses during the first six months of 2003 compared to the same period of 2002 was due to increased repair, maintenance and legal expenses. Antimony sales expenses were $34,966 during the first six months of 2003 compared with $44,398 in the first six months of 2002, the decrease was principally due to the allocation of a portion of the Company's sales costs to BRZ. Interest expense was $37,027 during the first six months of 2003, compared to interest expense of $37,373 incurred during the first six months of 2002. Accounts receivable factoring expense was $61,224 during the first six months of 2003 compared to $45,327 of factoring expense incurred during the first six months of 2002. The increase was primarily due to increased finance charges. Interest and other income increased from $1,450 during the first six months of 2002 to $5,649 during the first six months of 2003. The increase was due to a corresponding increase in other income. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: Financial Condition and Liquidity At June 30, 2003, Company assets totaled $852,344, and there was a stockholders' deficit of $1,742,722. The stockholders' deficit increased $396,119 from December 31, 2002. The increase is principally due to operating losses incurred during the six-month period ended June 30, 2003. At June 30, 2003, the Company's total current liabilities exceeded its total current assets by $2,167,867. Included in the Company's current liabilities are significant delinquent balances due raw materials suppliers, attorneys, and payroll taxing agencies. 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 acquire additional capital resources from alternative financing resources. 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 its operations and meet its financial obligations, there can be no assurance of such. Cash used by operating activities during the first six months of 2003 was $299,608, and resulted primarily from the six-month net loss of $424,019. Cash used in investing activities during the first six months of 2003 was $32,573 and was almost entirely related to the construction of capital assets at the Bear River Zeolite facility. Cash provided by financing activities was $332,181 during the first six months of 2003, and was principally generated by subscriptions to purchase 1,375,000 shares of unregistered common stock for $275,000. At June 30, 2003, the Company substantially had no unencumbered authorized common stock available for sale or issue. The Company plans to amend its Articles of Incorporation subject to shareholder approval at an annual meeting of shareholders scheduled to be held in September of 2003, to increase its authorized common stock available for issue. 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. 8 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. During the second quarter of 2003, the Company sold stock subscriptions to purchase 1,375,000 shares of its restricted common stock and warrants for $275,000. The sales were to accredited investors and exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. 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 Exhibits: None Reports on Form 8-K: None 9 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: August 14, 2003 -------------------- ----------------------- John C. Lawrence, Director and President (Principal Executive, Financial and Accounting Officer) 10 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: August 14, 2003 /s/John C. Lawrence ---------------------------------------- John C. Lawrence President, Director and Principal Financial Officer 11 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 June 30, 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: August 14, 2003 ------------------ /s/John Lawrence ----------------------- John C. Lawrence President, Director and Principal Financial Officer 12