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, 2004 [ ] 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, 2004, the registrant had outstanding 30,748,816 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, 2004

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 . . . . . . . . . . . . . . . . . . . 6 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, 2004 2003 ASSETS Current assets: Accounts receivable, less allowance for doubtful accounts of $30,000 . . . . . . . . . . . . . . . $ 42,551 $ 51,081 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . 140,136 153,053 -------------- ------------- Total current assets . . . . . . . . . . . . . . . . . . 182,687 204,134 Investment in USAMSA, net. . . . . . . . . . . . . . . . . . . . . 11,113 11,913 Properties, plants and equipment, net. . . . . . . . . . . . . . . 633,400 554,311 Restricted cash for bank note payable. . . . . . . . . . . . . . . 0 105,649 Restricted cash for reclamation bonds. . . . . . . . . . . . . . . 99,043 99,043 Deferred financing costs . . . . . . . . . . . . . . . . . . . . . 26,251 30,000 -------------- ------------- Total assets . . . . . . . . . . . . . . . . . . . . . . $ 952,494 $ 1,005,050 ============== ============= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Checks issued and payable. . . . . . . . . . . . . . . . . . . . $ 103,625 $ 87,927 Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 559,824 909,696 Accrued payroll and property taxes . . . . . . . . . . . . . . . 158,583 197,761 Accrued payroll and other. . . . . . . . . . . . . . . . . . . . 90,324 88,085 Judgment payable . . . . . . . . . . . . . . . . . . . . . . . . 54,830 53,130 Accrued interest payable . . . . . . . . . . . . . . . . . . . . 19,606 16,645 Payable to related parties . . . . . . . . . . . . . . . . . . . 241,854 232,111 Notes payable to bank, current . . . . . . . . . . . . . . . . . 139,736 144,391 Accrued reclamation costs, current . . . . . . . . . . . . . . . 151,000 151,000 -------------- ------------- Total current liabilities. . . . . . . . . . . . . . . . 1,519,382 1,880,746 Secured convertible and convertible notes payable. . . . . . . . . 350,000 350,000 Notes payable to bank, noncurrent. . . . . . . . . . . . . . . . . 393,827 409,141 Accrued reclamations costs, noncurrent . . . . . . . . . . . . . . 57,500 57,500 -------------- ------------- Total liabilities. . . . . . . . . . . . . . . . . . . . 2,320,709 2,697,387 -------------- ------------- 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 (liquidation preference $123,750 at December 31, 2003) . . 45 45 Series B: 750,000 shares issued and outstanding (liquidation preference $825,000 at December 31, 2003) . . 7,500 7,500 Series C: 177,904 shares issued and outstanding (liquidation preference $97,847 at December 31, 2003). . . 1,779 1,779 Series D: 1,836,672 shares issued and outstanding (liquidation preference $4,659,180 at December 31, 2003) . 18,636 18,636 Common stock, $0.01 par value, 50,000,000 shares authorized; 30,748,816 and 28,114,288 issued and outstanding . 307,489 281,143 Additional paid-in capital . . . . . . . . . . . . . . . . . . . 17,908,984 17,387,970 Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . (19,612,648) (19,389,410) ---------------- ------------- Total stockholders' deficit. . . . . . . . . . . . . . . (1,368,215) (1,692,337) ---------------- ------------- Total liabilities and stockholders' deficit. . . . . . . $ 952,494 $ 1,005,050 =============== =============

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, 2004 2003 2004 2003 Revenues: Sales of antimony products and other . . . . . $ 510,324 $ 542,359 $ 1,092,739 $ 1,561,855 Sales of zeolite products. . . . . . . . . . . 342,013 143,058 537,099 263,758 ------------ ------------ ------------ ------------ 852,337 685,417 1,629,838 1,825,613 Cost of sales: Cost of antimony production. . . . . . . . . . 442,614 470,254 849,235 1,245,920 Cost of zeolite production . . . . . . . . . . 192,320 129,269 346,920 252,537 Antimony depreciation. . . . . . . . . . . . . 10,300 9,476 20,600 18,953 Zeolite depreciation . . . . . . . . . . . . . 13,800 13,686 27,600 27,372 Antimony freight and delivery. . . . . . . . . 35,526 62,635 79,683 140,313 Zeolite freight and delivery . . . . . . . . . 115,843 18,058 130,514 38,651 ------------ ------------ ------------ ------------ 810,403 703,378 1,454,552 1,723,746 Gross profit (loss). . . . . . . . . . . . . . . 41,934 (17,961) 175,286 101,867 ------------ ------------ ------------ ------------ Other operating expenses: Bear River Zeolite general and administrative. 18,789 69,860 89,950 143,174 Antimony general and administrative. . . . . . 62,004 98,995 152,544 229,879 Bear River Zeolite sales expenses. . . . . . . 15,428 14,829 34,592 29,265 Antimony sales expenses. . . . . . . . . . . . 11,805 9,398 25,873 34,966 ------------ ------------ ------------ ------------ 108,026 193,082 302,959 437,284 ------------ ------------ ------------ ------------ Other (income) expense: Interest expense . . . . . . . . . . . . . . . 30,473 16,651 57,785 33,027 Factoring expense. . . . . . . . . . . . . . . 20,964 27,659 40,243 61,224 Interest income and other. . . . . . . . . . . (1,977) (5,044) (2,463) (5,649) ------------ ------------ ------------ ------------ 49,460 39,266 95,565 88,602 ------------ ------------ ------------ ------------ Net loss . . . . . . . . . . . . . . . . . . . . $ (115,552) $ (250,309) $ (223,238) $ (424,019) ============ ============ ============ ============ Basic net loss per share of common stock . . . . $ Nil $ Nil $ Nil $ Nil ============ ============ ============ ============ Basic weighted average shares outstanding. . . . 30,435,217 27,027,959 29,512,745 27,027,959 ============ ============ ============ ============

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, 2004 2003 Cash flows from operating activities: Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(223,238) $(424,019) Adjustments to reconcile net loss to net cash used by operations: Depreciation and amortization . . . . . . . . . . . . . . . . 52,750 50,324 Series D stock issued to directors. . . . . . . . . . . . . . 0 7,800 Series D stock issued for legal services. . . . . . . . . . . 0 20,100 Change in: Restricted cash . . . . . . . . . . . . . . . . . . . . . . 105,649 (11,484) Accounts receivable . . . . . . . . . . . . . . . . . . . . 8,530 76,712 Inventories . . . . . . . . . . . . . . . . . . . . . . . . 12,917 36,204 Accounts payable. . . . . . . . . . . . . . . . . . . . . . (199,727) 67,029 Accrued payroll and property taxes. . . . . . . . . . . . . (39,178) (68,492) Accrued payroll and other . . . . . . . . . . . . . . . . . 2,239 6,106 Judgment payable. . . . . . . . . . . . . . . . . . . . . . 1,700 1,700 Accrued interest payable. . . . . . . . . . . . . . . . . . 2,961 (4,023) Payable to related parties. . . . . . . . . . . . . . . . . 9,743 (44,310) Accrued reclamation costs . . . . . . . . . . . . . . . . . 0 (13,255) ---------- ---------- Net cash used by operating activities . . . . . . . . . . (265,654) (299,608) ---------- ---------- Cash flows from investing activities: Purchase of properties, plants and equipment. . . . . . . . . . . (127,289) (32,573) ---------- ---------- Net cash used in investing activities . . . . . . . . . . (127,289) (32,573) ---------- ---------- Cash flows from financing activities: Proceeds from stock subscriptions payable 0 275,000 Proceeds from issuance of common stock and warrants . . . . . . . 10,000 0 Proceeds from exercise of warrants. . . . . . . . . . . . . . . . 387,214 0 Payments on notes payable to bank, net. . . . . . . . . . . . . . (142,090) (62,170) Proceeds from notes payable to bank . . . . . . . . . . . . . . . 122,121 49,368 Change in checks issued and payable . . . . . . . . . . . . . . . 15,698 69,983 ---------- ---------- Net cash provided by financing activities . . . . . . . . 392,943 332,181 ---------- ---------- Net change in cash. . . . . . . . . . . . . . . . . . . . . . . . . 0 0 Cash, beginning of period . . . . . . . . . . . . . . . . . . . . . 0 0 ---------- ---------- Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 0 ========== ========== Supplemental disclosures: Non cash financing activities: Common stock issued in satisfaction of accounts payable . . . . $ 150,145 ==========

The accompanying notes are an integral part of the 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, 2004 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2004. Certain consolidated financial statement amounts for the three and six-month periods ended June 30, 2003 have been reclassified to conform to the 2004 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, 2003. 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. 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. 4 UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED: 3. COMMITMENTS AND CONTINGENCIES, CONTINUED: 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. 4. BUSINESS SEGMENTS The Company has two operating segments, antimony and zeolite. Management reviews and evaluates the operating segments exclusive of interest and factoring expenses. Therefore, interest expense is not allocated to the segments. Selected information with respect to segments for the quarters ended June 30, 2004 and 2003 are as follows:

2004 2003 Revenues: Antimony. . . . . . . . . . . . . . $510,324 $542,359 Zeolite . . . . . . . . . . . . . . 342,013 143,058 -------- --------- $852,337 $685,417 ======== ========= Cost of sales: Production and freight and delivery: Antimony. . . . . . . . . . . . . . $478,140 $532,889 Zeolite . . . . . . . . . . . . . . 308,163 147,327 Depreciation: Antimony. . . . . . . . . . . . . . 10,300 9,476 Zeolite . . . . . . . . . . . . . . 13,800 13,686 -------- --------- $810,403 $703,378 ======== ========= Gross profit (loss) . . . . . . . . . . $ 41,934 $(17,961) ======== ========= Other operating expenses: Sales expense: Antimony. . . . . . . . . . . . . . $ 11,805 $ 9,398 Zeolite . . . . . . . . . . . . . . 15,428 14,829 General and administrative expense: Antimony. . . . . . . . . . . . . . 62,004 98,995 Zeolite . . . . . . . . . . . . . . 18,789 69,860 -------- --------- $108,026 $193,082 ======== ========= Capital expenditures: Antimony. . . . . . . . . . . . . . $ 19,700 $ 0 Zeolite . . . . . . . . . . . . . . 58,218 23,099 -------- --------- $ 77,218 $ 23,099 ======== ========= Properties, plant and equipment, net: Antimony. . . . . . . . . . . . . . $128,208 $128,934 Zeolite . . . . . . . . . . . . . . 505,192 386,731 -------- --------- $633,400 $515,665 ======== =========

5 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, 2004 compared to the three-month period ended June 30, 2003 The Company's operations resulted in a net loss of $115,552 for the three-month period ended June 30, 2004, compared with a net loss of $250,309 for the three-month period ended June 30, 2003. The decrease in net loss during the second quarter of 2004 compared to the net loss during the similar quarter of 2003 is primarily due to an increase in zeolite sales and a decrease in general and administrative costs in the Bear River Zeolite Division. The Company expects that in the fourth quarter of 2004 the worker's compensation insurance expense for the Company will decrease dramatically. Total revenues from antimony product sales for the second quarter of 2004 were $510,324 compared with $542,359 during the comparable quarter of 2003, a decrease of $32,035. During the three-month period ended June 30, 2004, 69% of the Company's revenues from antimony product sales were from sales to one customer (Kohler Co.) and 10.49% were from sales to a second individual customer. Sales of antimony products during the second quarter of 2004 consisted of 326,465 pounds at an average sale price of $1.56 per pound. During the second quarter of 2003 sales of antimony products consisted of 435,396 pounds at an average sale price of $1.25 per pound. The increase in sale prices of antimony products from the second quarter of 2003 to the second quarter of 2004 is the result of a corresponding increase in antimony metal prices. The decrease in pounds of antimony sold is attributed to difficulties in procuring low priced raw material inventory and competition from Chinese suppliers. Sales of zeolite products during the second quarter of 2004 were $342,013 compared to sales of $143,058 during the second quarter of 2003. Gross profit from antimony and zeolite sales during the second three-month period of 2004 was $41,934 compared with gross loss of $17,961 during the second three-month period of 2003. During the second quarter of 2004, the Company incurred expenses totaling $34,217 associated with sales development and general and administrative expenses of its wholly owned subsidiary, Bear River Zeolite, compared to $84,689 of expenses in the comparable quarter of 2003. The decrease in BRZ expenses was principally due to a decrease in general and administrative expenses in the second quarter 2004. Antimony general and administrative expenses were $62,004 during the second quarter of 2004, compared to $98,995 during the second quarter of 2003. The decrease in general and administrative expenses during the second quarter of 2004 compared to the same quarter of 2003 was due to decreased repair, maintenance and legal expenses. Antimony sales expenses were $11,805 during the second quarter of 2004 compared with $9,398 in the second quarter of 2003. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: Interest expenses were $30,473 during the second quarter of 2004, compared to interest expense of $16,651 incurred during the second quarter of 2003; the increase in interest expense was due to the additional interest accrued on convertible notes. Accounts receivable factoring expense was $20,964 during the second quarter of 2004 compared to $27,659 of factoring expense incurred during the second quarter of 2003. The decrease was primarily due to a decrease in finance charges. Interest and other income increased from $1,977 during the second quarter of 2004 to $5,044 during the second quarter of 2003. The decrease was due to a corresponding decrease in related cash bonds. For the six-month period ended June 30, 2004 compared to the six-month period ended June 30, 2003 The Company's operations resulted in a net loss of $223,238 for the six-month period ended June 30, 2004, compared with a net loss of $424,019 for the six-month period ended June 30, 2003. The decrease in net loss from the first six months of 2004 compared to the first six months of 2003 is primarily due a decrease in general administrative and factoring expenses in 2004. Total revenues from antimony product sales for the first six months of 2004 were $1,092,739 compared with $1,561,855 for the comparable period of 2003, a decrease of $469,116. During the six-month period ended June 30, 2004, 65.4% of the Company's revenues from antimony products sales were from sales to one customer (Kohler Co.) and 10.2% were from sales to a second individual customer. Sales of antimony products during the first six months of 2004 consisted of 727,961 pounds at an average sale price of $1.50 per pound. During the first six months of 2003 sales of antimony products consisted of 1,187,077 pounds at an average sale price of $1.32 per pound. The decrease in pounds of antimony sold is attributed to difficulties in procuring low priced raw material inventory and competition from Chinese suppliers. The increase in sale prices of antimony products from the first six months of 2004 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 2004 were $537,099 compared to sales of $263,758 during the comparable period of 2003. Gross profit from antimony and zeolite sales during the first six-month period of 2004 was $175,286 compared with gross profit of $101,867 during the same six-month period of 2003. During the first six months of 2004, the Company incurred expenses totaling $124,542 associated with sales development and general and administrative expenses of its wholly owned subsidiary, Bear River Zeolite, compared to $172,439 of expenses during the comparable period of 2003. The decrease in BRZ expenses was principally due to a decrease in general and administrative expenses. Antimony general and administrative expenses were $152,544 during the first six months of 2004, compared to $229,879 during the first six months of 2003. The decrease in general and administrative expenses during the first six months of 2004 compared to the same period of 2003 was due to a decreased repair, maintenance and legal expenses. Antimony sales expenses were $25,873 during the first six months of 2004 compared with $34,966 in the first six months of 2003, the decrease was principally due to the allocation of a portion of the Company's sales costs to BRZ. Interest expense was $57,785 during the first six months of 2004, compared to interest expense of $33,027 incurred during the first six months of 2003. The increase was due to increased convertible debt in 2004 compared to 2003. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: Accounts receivable factoring expense was $40,243 during the first six months of 2004 compared to $61,224 of factoring expense incurred during the first six months of 2003. The decrease was primarily due to decreased finance charges. Interest and other income decreased from $5,649 during the first six months of 2003 to $2,463 during the first six months of 2004. The decrease was due to a corresponding decrease in cash bonds. Financial Condition and Liquidity At June 30, 2004, Company assets totaled $952,494, and there was a stockholders' deficit of $1,368,215. The stockholders' deficit decreased $324,122 from December 31, 2003. The decrease is principally due to a decrease in accounts payable relating to the issuance of common stock in satisfaction of certain accrued legal fees and other payables during the six-month period ended June 30, 2004. At June 30, 2004, the Company's total current liabilities exceeded its total current assets by $1,336,695. Included in the Company's current liabilities are significant delinquent balances due raw materials suppliers, attorneys, and payroll taxing agencies. The Company has, to date, been able to sustain its operations through borrowings from major shareholders and sales of common stock. 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 2003 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 2004 was $265,654, and resulted primarily from the six-month net loss of $223,238. Cash used in investing activities during the first six months of 2004 was $127,289 and was almost entirely related to the construction of capital assets at the Bear River Zeolite facility. Cash provided by financing activities was $392,943 during the first six months of 2004, and was principally generated by proceeds from exercise of 1,936,070 warrants for $387,214 and proceeds from notes payable to banks of $122,121. ITEM 3. CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of our management, including the President, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including the President, concluded that disclosure controls and procedures were effective as of June 30, 2004, in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There has been no change in our internal control over financial reporting during the quarter ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 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 three-month period ended June 30, 2004, the Company issued 800,000 shares of its restricted common stock in connection with the exercise of $0.20 stock purchase warrants. During the six-month period ended June 30, 2004 the Company issued a total of 1,136,071 shares of its restricted common stock in connection with the exercise of $0.20 stock purchase warrants. In addition, during the six-month period ended June 30, 2004, the Company issued 631,790 shares of its common stock in connection with the extinguishment of certain accounts payable totaling $150,145; and sold 66,667 shares of its common stock for $10,000 cash. 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 16, 2004 -------------------- --------------- 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report. 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions); a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 16, 2004 ----------------- /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, 2004, 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: /s/ John C. Lawrence ---------------------- John C. Lawrence President, Director and Principal Financial Officer 12