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 September 30, 2002
[ ] 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 of (I.R.S. Employer
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 November 14, 2002, 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 SEPTEMBER 30, 2002
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
SIGNATURES.................................................................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)
SEPTEMBER 30, DECEMBER 31,
2002 2001
ASSETS
Current assets:
Restricted cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100,827 $ 3,803
Accounts receivable, less allowance
for doubtful accounts of $30,000 . . . . . . . . . . . . . . . . . . 135,789 105,084
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,950 126,075
--------------- --------------
Total current assets . . . . . . . . . . . . . . . . . . . . . 336,566 234,962
Investment in USAMSA, net. . . . . . . . . . . . . . . . . . . . . . . . 77,703 95,734
Properties, plants and equipment, net. . . . . . . . . . . . . . . . . . 518,978 307,373
Restricted cash for reclamation bonds. . . . . . . . . . . . . . . . . . 84,209 87,550
--------------- --------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,017,456 $ 725,619
=============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Checks issued and payable. . . . . . . . . . . . . . . . . . . . . . . $ 80,519 $ 61,121
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 726,442 624,588
Accrued payroll and property taxes . . . . . . . . . . . . . . . . . . 263,622 256,320
Accrued payroll. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,940 26,150
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . 55,166 56,640
Judgment payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,073 46,523
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . 14,640 14,640
Payable to related parties . . . . . . . . . . . . . . . . . . . . . . 177,961 121,082
Notes payable to bank, current . . . . . . . . . . . . . . . . . . . . 220,448 119,431
Stock subscription payable . . . . . . . . . . . . . . . . . . . . . . 10,000
Accrued reclamation costs, current . . . . . . . . . . . . . . . . . . 93,984 137,639
--------------- --------------
Total current liabilities. . . . . . . . . . . . . . . . . . . 1,717,795 1,464,134
Notes payable to bank, noncurrent. . . . . . . . . . . . . . . . . . . . 361,811 341,845
Accrued reclamation costs, noncurrent. . . . . . . . . . . . . . . . . . 87,524 87,524
--------------- --------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . 2,167,130 1,893,503
--------------- --------------
Commitments and contingencies (Note 3)
Stockholders' deficit:
Preferred stock, $.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: 96,000 shares issued and outstanding
Common stock, $.01 par value, 30,000,000 shares
authorized; 27,027,959 issued and outstanding at September 30, 2002
and 26,156,959 shares issued and outstanding at December 31, 2001. . 270,279 261,569
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . 16,962,969 16,791,610
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . (18,392,246) (18,230,387)
--------------- --------------
Total stockholders' deficit. . . . . . . . . . . . . . . . . . (1,149,674) (1,167,884)
--------------- --------------
Total liabilities and stockholders' deficit. . . . . . . . . . $ 1,017,456 $ 725,619
=============== ==============
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
Revenues:
Sales of antimony products and other $ 863,625 $ 778,533 $ 2,489,997 $ 2,816,573
Sales of zeolite products 44,740 4,080 150,647 6,735
------------ ------------ ------------ ------------
908,365 782,613 2,640,644 2,823,308
Cost of production-antimony 666,906 573,661 1,960,120 2,197,430
Cost of production-zeolite 56,207 168,909
Freight and delivery 84,546 85,517 278,688 308,052
------------ ------------ ------------ ------------
807,659 659,178 2,407,717 2,505,482
Gross profit 100,706 123,435 232,927 317,826
------------ ------------ ------------ ------------
Other operating expenses:
Bear River Zeolite 38,202 87,915 150,883 253,583
Care, maintenance, and
reclamation-Yellow Jacket 1,813 4,673
General and administrative 89,248 153,768 254,666 484,376
Sales expenses 17,801 33,367 62,199 106,205
------------ ------------ ------------ ------------
145,251 276,863 467,748 848,837
------------ ------------ ------------ -----------
Other (income) expense:
Interest expense 20,234 37,999 57,607 119,599
Factoring expense 27,217 24,312 72,544 71,487
Interest income and other (1,663) (1,267) (3,113) (4,236)
Sale of Bear River Zeolite royalty (50,000) (200,000)
------------ ------------ ------------ ----------
(4,212) 61,044 (72,962) 186,850
------------ ------------ ----------- ---------
Net loss $ (40,333) $ (214,472) $ (161,859) $ (717,861)
============ ============ ============ ============
Basic net loss per share of common stock. $ Nil $ (0.01) $ (0.01) $ (0.04)
= ============ ============ ============ ============
Basic weighted average shares outstanding 27,027,959 19,259,510 26,865,026 18,827,720
============ ============ ============ ============
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2002 2001
Cash flows from operating activities:
Net income (loss). . . . . . . . . . . . . . . . . . . . $(161,859) $(717,861)
Adjustments to reconcile net income (loss) to
net cash used by operations:
Depreciation and amortization. . . . . . . . . . . . 67,322 132,696
Accrued reclamation costs. . . . . . . . . . . . . . 7,500
Series D stock issued for services 8,000
Change in:
Restricted cash. . . . . . . . . . . . . . . . . . (97,025) (2,706)
Accounts receivable. . . . . . . . . . . . . . . . (30,705) 44,494
Inventories. . . . . . . . . . . . . . . . . . . . 26,125 88,048
Restricted cash for reclamation bonds. . . . . . . 3,341 20,700
Accounts payable . . . . . . . . . . . . . . . . . 101,854 181,908
Accrued payroll and property taxes . . . . . . . . 7,302 (48,686)
Accrued payroll and other liabilities. . . . . . . (1,684) 66,410
Judgment payable . . . . . . . . . . . . . . . . . 2,550 2,283
Accrued debenture interest payable . . . . . . . . 76,725
Payable to related parties . . . . . . . . . . . . (20,118)
Accrued reclamation costs. . . . . . . . . . . . . (43,656) (49,163)
---------- ----------
Net cash used by operating activities. . . . . . (118,435) (217,770)
---------- ----------
Cash flows from investing activities:
Purchase of properties, plants and equipment . . . . . . (260,895) (107,592)
---------- ----------
Net cash used in investing activities. . . . . . (260,895) (107,592)
---------- ----------
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants. . . 172,070 188,300
Proceeds from stock subscription . . . . . . . . . . . . 10,000
Payments on notes payable to bank. . . . . . . . . . . . (274,017)
Proceeds from related party advances . . . . . . . . . . 56,879 94,895
Proceeds from notes payable to bank, net . . . . . . . . 395,000 81,757
Change in checks issued and payable. . . . . . . . . . . 19,398 (39,590)
---------- ----------
Net cash provided by financing activities. . . . 379,330 325,362
---------- ----------
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 . . . . . . . . $ 45,765 $ 25,809
========== ==========
Non-cash investing activities:
Common stock and warrants issued for plant construction. $ 2,500
==========
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 United
States Antimony Corporation ("USAC" or "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 nine-month period ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the full year
ending December 31, 2002. Certain consolidated financial statement amounts for
the three and nine-month periods ended September 30, 2001, have been
reclassified to conform to the 2002 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,
2001.
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
requiring cleanup of the cyanide solution. The Company has been reclaiming the
property and, as of December 31, 2001, the cyanide solution cleanup was
complete, the mill removed, and a majority of the cyanide leach residue disposed
of. 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, which the Company signed in December
1996.
In November of 2001, the Environmental Protection Agency ("EPA") listed two
by-products of the Company's antimony oxide manufacturing process as hazardous
wastes. Antimony slag and antimony bag house filters are now subject to
comprehensive management and treatment standards under subtitle C of the
Resource Conservation and Recovery Act ("RCRA"), and emergency notification
requirements for releases to the environment under CERCLA. During 2001, the
Company adjusted its reclamation accrual at its antimony processing site based
on an estimate of costs associated with disposing the Company's current antimony
slag inventory according to EPA universal treatment standards. While it is
reasonably probable that additional future costs will result from the EPA's
listings, the additional costs are not estimable at December 31, 2001 and
September 30, 2002, and accordingly have not been accrued for.
4
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
3. COMMITMENTS AND CONTINGENCIES, CONTINUED:
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.
During 2001, the Company issued a number of shares in transactions that may not
qualify for exemption from the Securities Act registration requirements and may
be in violation of Section 5 of the Securities Act of 1933. As a result the
Company may be subject to liabilities associated with the rescission rights of
the purchasers of these shares and fines and penalties from securities
regulators. At September 30, 2002 and December 31, 2001, the Company had not
recorded any liability associated with the issuance of these shares, as
management believes the likelihood of a claim, and the ultimate economic outcome
if a claim is asserted, cannot be ascertained 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 September 30, 2002 compared to the three-month
period ended September 30, 2001
On August 23, 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 1% royalty on
all zeolite ore extracted and sold from BRZ's Webster Farm zeolite property. As
consideration for the royalty the Company received $50,000. 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. Mr. Dugan purchased a 2%
royalty on all zeolite ore extracted and sold from the Company for $150,000
during the second quarter of 2002.
The Company's operations resulted in net loss of $40,333 for the three-month
period ended September 30, 2002, compared with a net loss of $214,472 for the
three-month period ended September 30, 2001. The decrease in net loss during the
third quarter of 2002 compared to the net loss during the similar quarter of
2001 is primarily due to the sale of a royalty in the Company's zeolite
operations, decreased general and administrative expenses during the third
quarter of 2002, and an increase in antimony sales of $85,092.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION, CONTINUED:
Total revenues from antimony product sales for the third quarter of 2002 were
$832,625 compared with $778,533 during the comparable quarter of 2001, an
increase of $54,092. During the three-month period ended September 30, 2002,
38.92%, of the Company's revenues from antimony product sales were from sales to
one customer and 12.56% were from sales to a second individual customer. Sales
of antimony products during the third quarter of 2002 consisted of 1,062,413
pounds at an average sale price of $0.81 per pound. During the third quarter of
2001 sales of antimony products consisted of 904,048 pounds at an average sale
price of $0.86 per pound.
Sales of zeolite products during the third quarter of 2002 were $44,740 compared
to sales of $4,080 during the third quarter of 2001, an increase of $40,660 or
almost 1000%. Gross profit from antimony and zeolite sales during the third
three-month period of 2002 was $100,706 compared with gross profit of $123,435
during the third three-month period of 2001.
During the third quarter of 2002, the Company incurred expenses totaling $38,202
associated with sales, plant expansion and diversification and general and
administrative expenses of its wholly owned subsidiary, Bear River Zeolite,
compared to $87,915 of expenses in the comparable quarter of 2001.
General and administrative expenses were $89,248 during the third quarter of
2002, compared to $153,768 during the third quarter of 2001. The decrease in
general and administrative expenses during the third quarter of 2002 compared to
the same quarter of 2001 was partially due to the absence of legal and
accounting expenses associated with the preparation of a registration statement
during the third quarter of 2001.
During the third quarter the Company issued 96,000 shares of its Series D
convertible stock to the Company's directors and its attorney for services
rendered. In connection with the issuance, the Company recorded $8,000 in
expense based on the fair value of the services rendered.
Sales expenses were $17,801 during the third quarter of 2002 compared with
$33,367 in the third quarter of 2001, the decrease was principally due to the
allocation of a portion of USAC's sales and labor costs to BRZ.
Interest expense was $20,234 during the third quarter of 2002, compared to
interest expense of $37,999 incurred during the third quarter of 2001; the
decrease in interest expense was due to the conversion of outstanding debentures
during the fourth quarter of 2001.
Accounts receivable factoring expense was $27,217 during the third quarter of
2002 compared to $24,312 of factoring expense incurred during the third quarter
of 2001. The increase was primarily due to an increase in accounts receivable
factored during the third quarter of 2002 compared to 2001.
Interest income increased from $1,267 during the third quarter of 2001 to $1,663
during the third quarter of 2002. The increase was due to a corresponding
decrease in interest bearing reclamation bonds.
For the nine-month period ended September 30, 2002 compared to the nine-month
period ended September 30, 2001
The Company's operations resulted in a net loss of $161,859 for the nine-month
period ended September 30, 2002, compared with a net loss of $717,861 for the
nine-month period ended September 30, 2001. The decrease in net loss from the
first nine months of 2001 compared to the first nine months of 2002 is primarily
due to decreased general and administrative expenses during 2002, the sale of a
royalty in the Company's zeolite operations, and decreased interest expense.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION, CONTINUED:
Total revenues from antimony product sales for the first nine months of 2002
were $2,458,997 compared with $2,816,573 for the comparable period of 2001, a
decrease of $357,576. During the nine-month period ended September 30, 2002,
38.53% of the Company's revenues from antimony products sales were from sales to
one customer and 8.76% were from sales to a second individual customer. Sales
of antimony products during the first nine months of 2002 consisted of 2,992,407
pounds at an average sale price of $0.83 per pound. During the first nine
months of 2001 sales of antimony products consisted of 3,033,482 pounds at an
average sale price of $0.93 per pound. The decrease in sale prices of antimony
products from the first nine months of 2001 to the first nine months of 2002 is
the result of a corresponding decrease in antimony metal prices and accounted
for decreased gross profits for 2002.
Sales of zeolite products during the first nine months of 2002 were $150,647
compared to sales of $6,735 during the comparable period of 2001 an increase of
$143,912 or 2100%. Gross profit from antimony and zeolite sales during the
first nine-month period of 2002 was $232,927 compared with gross profit of
$317,826 during the same nine-month period of 2001. The fall in gross profits
during 2002 was due to a $0.10 per pound reduction in sales price.
During the first nine months of 2002, the Company incurred expenses totaling
$150,883 associated with sales, plant expansion and diversification and general
and administrative expenses of its wholly owned subsidiary, Bear River Zeolite,
compared to $253,583 of expenses during the comparable period of 2001.
General and administrative expenses were $254,666 during the first nine months
of 2002, compared to $484,376 during the first nine months of 2001. The
decrease in general and administrative expenses during the first nine months of
2002 compared to the same period of 2001 was partially due to decreased legal
and accounting expenses associated with the preparation of a registration
statement during 2001 and the allocation of a portion of USAC's general and
administrative costs to BRZ.
Sales expenses were $62,199 during the first nine months of 2002 compared with
$106,205 in the first nine months of 2001, the decrease was principally due to
the allocation of a portion of the Company's sales costs to BRZ.
Interest expense was $57,607 during the first nine months of 2002, compared to
interest expense of $119,599 incurred during the first nine months of 2001; the
decrease in interest expense was due to the conversion of outstanding debentures
during the fourth quarter of 2001.
Accounts receivable factoring expense was $72,544 during the first nine months
of 2002 and was comparable to $71,487 of factoring expense incurred during the
first nine months of 2001.
Interest income decreased from $4,236 during the first nine months of 2001 to
$3,113 during the first nine months of 2002. The decrease was due to a
corresponding decrease in interest bearing reclamation bonds.
Financial Condition and Liquidity
At September 30, 2002, Company assets totaled $1,017,456, and there was a
stockholders' deficit of $1,149,674. The stockholders' deficit decreased $18,210
from December 31, 2001, primarily due to sales of restricted common stock during
the first two quarters of 2002. At September 30, 2002, the Company's total
current liabilities exceeded its total current assets by $1,381,229. 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 2001
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.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION, CONTINUED:
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 nine months of 2002 was
$118,435, and resulted primarily from the nine-month net loss of $161,859.
Cash used in investing activities during the first nine months of 2002 was
$260,895 and was almost entirely related to the construction of capital assets
at the Bear River Zeolite facility.
Cash provided by financing activities was $379,330 during the first nine months
of 2002, and was principally generated by sales of 871,000 shares of
unregistered common stock for $172,070 and additional notes payable to bank.
During the third quarter of 2002 the Company had stock subscriptions payable
relating to sales of 50,000 shares of restricted common stock at $0.20, issuable
when and if the Company had authorized shares to issue. At September 30, 2002,
the Company had no unencumbered authorized common stock available for sale or
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. The Company sold 871,000
shares of its common stock for a total of $172,070, during the first nine months
of 2002 pursuant to exemptions from registration under Section 4(2) of the
Securities Act of 1933 as amended.
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
10.47 Bear River Zeolite Company Royalty Agreement, dated May 29, 2002
10.48 Grant of Production Royalty, dated June 1, 2002
10.49 Assignment of Common Stock of Bear River Zeolite Company, dated May
29, 2002
10.50 Agreement to Issue Warrants of USA, dated May 29, 2002
Reports on Form 8-K
3.4 Articles of Amendment to the Articles of Incorporation of United
States Antimony Corporation
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: November 19, 2002
--------------------------------------------
John C. Lawrence, Director and President
(Principal Executive, Financial and Accounting
Officer)
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CERTIFICATIONS
I, John C. Lawrence certify that:
1. I have reviewed this report on Form 10-QSB of United States Antimony
Corporation
2. Based on my knowledge, this 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 registrant 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-14 and 15d-14) for the
registrant and we 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, or the Evaluation date; and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date:
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functioning):
a) All significant deficiencies in the design or operation 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 or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 19, 2002
/s/ John C. Lawrence
John C. Lawrence
President, Director, and Principal Financial Officer
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