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UNITED STATES ANTIMONY CORP - Quarter Report: 2010 March (Form 10-Q)

form10q_16825.htm


 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q



(Mark One)

[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2010

[   ]
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

(Exact name of registrant as specified in its charter)


Montana
 
81-0305822
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer 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

Indicate by check mark 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  [   ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes  [   ]  No  [   ]
 
Indicate by check mark whether the registrant is a shell company as defined by Rule 12b-2 of the Exchange Act.
 
Yes  [   ]  No  [X]
 
At May 17, 2010 the registrant had outstanding 53,538,772 shares of par value $0.01 common stock.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company þ
 
(Do not check if a smaller reporting company)
 


 
 

 
 
UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED MARCH 31, 2010



TABLE OF CONTENTS
 

  Page 
PART I – FINANCIAL INFORMATION
 
   
Item 1: Financial Statements
1-6
   
Item 2: Management’s Discussion and Analysis of Results of Operations and
 
            Financial Condition
7-9
   
Item 3: Quantitative and Qualitative Disclosure about Market Risk
9
   
Item 4: Controls and Procedures
9-10
   
   
PART II – OTHER INFORMATION
 
   
Item 1: Legal Proceedings
11
   
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
11
   
Item 3: Defaults upon Senior Securities
11
   
Item 4: Removed and Reserved
11
   
Item 5: Other Information
11
   
Item 6: Exhibits and Reports on Form 8-K
11
   
   
SIGNATURE
12
   
CERTIFICATIONS
13-14
   
 
[The balance of this page has been intentionally left blank.]

 
 

 

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets
 
   
(Unaudited)
       
   
March 31, 2010
   
December 31, 2009
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 96,083     $ 180,613  
Accounts receivable, less allowance
               
for doubtful accounts of $7,600 and $7,872, respectively
    217,218       161,765  
Inventories
    176,931       197,436  
Total current assets
    490,232       539,814  
                 
Properties, plants and equipment, net
    3,488,701       3,404,154  
Restricted cash for reclamation bonds
    73,916       73,916  
Total assets
  $ 4,052,849     $ 4,017,884  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Checks issued and payable
  $ 46,396     $ 17,142  
Accounts payable
    444,667       457,425  
Accrued payroll, taxes and interest
    93,877       83,857  
Other accrued liabilities
    112,886       148,835  
Deferred revenue
    66,661       73,022  
Payables to related parties
    11,236       10,306  
Long-term debt, current
    30,342       57,856  
Total current liabilities
    806,065       848,443  
                 
Long-term debt, noncurrent
    110,681       98,710  
Accrued reclamation and remediation costs, noncurrent
    107,500       107,500  
Total liabilities
    1,024,246       1,054,653  
                 
Commitments and contingencies (Note 3)
               
                 
Stockholders' equity:
               
Preferred stock $0.01 par value, 10,000,000 shares authorized:
               
Series A:  no shares issued and outstanding
           
Series B: 750,000 shares issued and outstanding
               
(liquidation preference $862,500)
    7,500       7,500  
Series C: 177,904 shares issued and outstanding
               
(liquidation preference $97,847)
    1,779       1,779  
Series D: 1,751,005 shares issued and outstanding
               
(liquidation preference and cumulative dividends of $4,632,136
               
 and $4,632,136, respectively)
    17,509       17,509  
Common stock, $0.01 par vaue, 60,000,000 shares authorized;
               
53,538,772 and 53,098,769 shares issued and outstanding, respectively
    535,387       530,987  
Stock subscriptions receivable
    (243,730 )     (270,000 )
Additional paid-in capital
    23,723,443       23,604,625  
Accumulated deficit
    (21,013,285 )     (20,929,169 )
Total stockholders' equity
    3,028,603       2,963,231  
Total liabilities and stockholders' equity
  $ 4,052,849     $ 4,017,884  
                 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
1

 
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
 
 
   
For the three months ended
 
   
March 31, 2010
   
March 31, 2009
 
Antimony Division - Montana
           
Revenues
  $ 1,003,080     $ 474,736  
Cost of sales:
               
Production costs
    768,853       357,985  
Depreciation
    5,579       6,441  
Freight and delivery
    46,702       28,064  
General and administrative
    16,329       18,755  
Direct sales expense
    11,250       11,250  
       Total cost of sales
    848,713       422,495  
           Gross profit - antimony
    154,367       52,241  
                 
Zeolite Division - Idaho
               
Revenues
    411,746       320,717  
Cost of sales:
               
Production costs
    262,654       198,098  
Depreciation
    46,074       49,597  
Freight and delivery
    (1,178 )     24,939  
General and administrative
    22,192       51,907  
Royalties
    48,290       44,081  
Direct sales expense
    17,293       19,224  
       Total cost of sales
    395,325       387,846  
           Gross profit (loss) - zeolite
    16,421       (67,129 )
                 
Total revenues - combined
    1,414,826       795,453  
Total cost of sales - combined
    1,244,038       810,341  
        Gross profit (loss) - combined
    170,788       (14,888 )
                 
Other operating expenses:
               
Antimony Division - Mexico start-up costs
    125,719       65,256  
Corporate general and administrative
    119,928       128,461  
Exploration expense
    1,000       9,682  
Other operating expenses
    246,647       203,399  
Loss from operations
    (75,859 )     (218,287 )
                 
Other (income) expenses:
               
Interest (income) expense, net
    (6,890 )     5,094  
Factoring expense
    15,148       15,663  
Other expenses
    8,258       20,757  
                 
Net loss
  $ (84,117 )   $ (239,044 )
                 
Net loss per share of
               
common stock:
               
Basic and diluted
 
$ NIL
    $ (0.01 )
                 
Weighted average shares outstanding:
         
Basic and diluted
    53,327,290       46,595,843  
                 
                 
 
The accompanying notes are an integral part of the consolidated financial statements.

 
2

 
United States Antimony Corporation and Subsidiaries
           
Consolidated Statements of Cash Flows (Unaudited)
           
             
   
For the three months ended
 
   
March 31, 2010
   
March 31, 2009
 
Cash Flows From Operating Activities:
           
Net income (loss)
  $ (84,117 )   $ (239,044 )
Adjustments to reconcile net income (loss) to net cash
               
used by operating activities:
               
Depreciation expense
    76,102       56,038  
Common stock issued to Directors for services
    49,400       39,000  
Change in:
               
Accounts receivable
    (55,453 )     2,851  
Inventories
    20,505       (4,287 )
Accounts payable
    (31,481 )     (14,456 )
Accrued payroll, taxes and interest
    10,020       9,646  
Other accrued liabilities
    (35,949 )     (26,007 )
Deferred revenue
    (6,361 )     (441 )
Payables to related parties
    930       (20,634 )
Net cash used by operating activities
    (56,404 )     (197,334 )
                 
Cash Flows From Investing Activities:
               
Purchase of properties, plants and equipment
    (141,925 )     (54,929 )
Restricted cash for reclamation bonds
          7,500  
Net cash used by investing activities
    (141,925 )     (47,429 )
                 
Cash Flows From Financing Activities:
               
Proceeds from sale of common stock, net of commissions
    73,818       259,998  
Principal payments of long-term debt
    (15,543 )     (13,914 )
Payments received on stock subscription agreements
    26,270       5,403  
Change in checks issued and payable
    29,254       5,374  
Net cash provided by financing activities
    113,799       256,861  
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (84,530 )     12,098  
                 
Cash and cash equivalents at beginning of period
    180,613       53,848  
Cash and cash equivalents at end of period
  $ 96,083     $ 65,946  
                 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Noncash investing and financing activities:
               
Properties, plants and equipment acquired with accounts payable
  $ 18,723     $ 2,268  
Warrants exercised for forgiveness of payable and interest to related party
          200,000  
Stock issued for conversion of convertible note payable to related party
          100,000  
Properties, plants & equipment acquired with long-term debt
          76,788  
Stock issued for subscription receivable
          36,000  
                 
                 
                 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
3

 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)

1.  Basis of Presentation and Changes in Accounting Policies:

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-Q.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2010.

Certain consolidated financial statement amounts for the three month period ended March 31, 2009 have been reclassified to conform to the 2010 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-K for the year ended December 31, 2009.

The Financial Accounting Standards Board (FASB) issued the FASB Accounting Standards Codification (ASC) on July 1, 2009, which is effective for reporting periods ending on or after September 15, 2009. The ASC changed the way that U. S. generally accepted accounting principles (U.S. GAAP) are referenced by reorganizing the thousands of individual pronouncements that comprised U.S. GAAP into 90 accounting topics utilizing a consistent structure for each topic. The ASC does not change how the Company accounts for its transactions or the nature of related disclosures made. However, when referring to guidance issued by the FASB, the Company must now refer to topics in the ASC rather than to Statements of Financial Accounting Standards or other accounting pronouncements. Any references to U.S. GAAP in this report have been updated to reflect the guidance in the ASC

The financial statements have been prepared on a going concern basis, which assumes realization of assets and liquidation of liabilities in the normal course of business.  At March 31, 2010, the Company had negative working capital of approximately $316,000 and an accumulated deficit of approximately $21 million.  These factors, among others, indicate that there is substantial doubt that the Company will be able to meet its obligations and continue in existence as a going concern.  The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.  The Company’s management is confident, however, given recent increases in pricing, the expectation of acquiring new customers, and continued reduction in capital spending, that it will be able to generate cash from operations and financing sources that will enable it to meet its obligations over the next twelve months.

2.  Earnings (Loss) Per Common Share:

Basic earnings per share is arrived at by dividing net income or 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.  At March 31, 2010 common stock equivalents, including warrants to purchase the Company’s common stock are excluded from the calculations since their effect is antidilutive.
 
4

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

3.  Commitments and Contingencies:

The Company’s management believes that the Company is currently in substantial compliance with environmental regulatory requirements and that its accrued environmental reclamation and remediation costs are representative of management’s estimate of costs required to fulfill its reclamation and remediation 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 effect on the Company’s operations.  The range of possible losses in excess of the amounts accrued cannot be reasonably estimated at this time.

At March 31, 2010 the Company accrued $14,937 for penalties assessed by the Mine Safety and Health Administration and Idaho Department of Environmental Quality at the Bear River Zeolite facility. The penalties were assessed for minor technical infractions.

During the quarter ended March 31, 2010, the Company was notified that several individuals to whom the Company is remitting royalty payments were bringing legal action for underpayment of royalties during the quarter.  Management believes that the potential liability, if any, is not probable and is not reasonably estimable at this time.  Accordingly, no liability has been recorded by the Company as of March 31, 2010.

4.  Concentrations of Risk

During the quarters ended March 31, 2010 and 2009, approximately 52% and 70%, respectively, of the Company's antimony revenues were generated by sales to one customer.  The loss of the Company’s “key” customer could adversely affect its business.

5.  Related Party Transactions

During the first quarter of 2010, the Company paid $46,500 to directors of the Company for construction of Mexican mill sites.

In the three month period ended March 31, 2009, the Company’s Principal Executive Officer exercised his conversion rights under the Unsecured Convertible Note Payable owed him at a conversion price of $0.20 per share, and was issued 500,000 shares of common stock.

During the three month period ended March 31, 2009, the Company’s Principal Executive Officer exercised a stock purchase warrant held for $0.20 per share and was issued 1,000,000 shares of common stock. The warrant was exercised using accounts payable formerly owed to him.
 
5

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

6.  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 is as follows:

   
For the three months ended
 
   
March 31, 2010
   
March 31, 2009
 
Capital expenditures:
           
Antimony
           
United States
  $ 800     $  
Mexico
    159,848       42,428  
Subtotal Antimony
    160,648       42,428  
Zeolite
          14,769  
    $ 160,648     $ 57,197  
                 
 
 
   
As of March 31,
2010
   
As of December 31, 2009
 
Properties, plants and equipment, net:
           
Antimony
           
United States
  $ 64,940     $ 69,719  
Mexico
    1,795,359       1,659,960  
Subtotal Antimony
    1,860,299       1,729,679  
Zeolite
    1,628,402       1,674,475  
    $ 3,488,701     $ 3,404,154  
                 
Inventories:
               
Antimony
               
United States
  $ 128,756     $ 143,387  
Mexico
           
Subtotal Antimony
    128,756       143,387  
Zeolite
    48,175       54,049  
    $ 176,931     $ 197,436  
                 
Total Assets:
               
Antimony
               
United States
  $ 324,684     $ 329,932  
Mexico
    1,885,783       1,838,991  
Subtotal Antimony
    2,210,467       2,168,923  
Zeolite
    1,836,723       1,847,380  
Corporate
    5,659       1,581  
    $ 4,052,849     $ 4,017,884  
                 
 
 
6

 

PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2.  Management’s Discussion and Analysis of Results of Operations and FinancialCondition

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 March 31, 2010 compared to the three month period ended March 31, 2009.

The Company’s operations resulted in a net loss of $84,117 for the three-month period ended March 31, 2010, compared with net loss of $239,044 for the same period ended March 31, 2009.  The difference in income for the first quarter of 2010 compared to the similar period of 2009 is primarily due to a decrease in production costs relative to revenues. Both period’s losses are largely the result of expenses related to Mexican exploration and start-up costs.

Antimony Division:

Total revenues from antimony product sales for the first quarter of 2010 were $1,003,080 compared with $474,736 for the comparable quarter of 2009, an increase of $528,344.  During the three-month period ended March 31, 2010, 52% of the Company's revenues from antimony product sales were from sales to one customer.  Sales of antimony products during the first quarter of 2010 consisted of 345,360 pounds at an average sale price of $2.90 per pound.  During the first quarter of 2009, sales of antimony products consisted of 219,412 pounds at an average sale price of $2.16 per pound.  The increase in antimony revenues is due to increased prices for the commodity and increased raw material supplies.

The cost of antimony production was $768,853, or $2.22 per pound sold during the first quarter of 2010 compared to $357,985 or $1.63 per pound sold during the first quarter of 2009.  The increase in cost per pound is primarily due to increased prices for the commodity.

Antimony depreciation for the first quarter of 2010 was $5,579 compared to $6,441 for the first quarter of 2009.

Antimony freight and delivery expense for the first quarter of 2010 was $46,702 compared to $28,064 during the first quarter of 2009.  The increase in freight and delivery expense is primarily due to an increase in the amount of product delivered.

General and administrative expenses in the antimony division were $16,329 during the first quarter of 2010 compared to $18,755 during the same quarter in 2009.
 
Antimony sales expenses were $11,250 for the first quarter of 2010 and $11,250 for the first quarter in 2009.
 
7

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2.  Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued

Zeolite Division:

Total revenue from sales of zeolite products during the first quarter of 2010 were $411,746 at an average sales price of $136.66 per ton, compared with the same quarter sales in 2009 of $320,717 at an average sales price of $125.67 per ton.

The cost of zeolite production was $262,654, or $87.17 per ton sold, for the first quarter of 2010 compared to $198,098, or $77.62 per ton sold, during the first quarter of 2009.  The increase was due to increased labor expense during the first quarter of 2010 compared to the first quarter of 2009.

Zeolite depreciation for the first quarter of 2010 was $46,074 compared to $49,597 for the first quarter of 2009.

Zeolite freight and delivery for the first quarter of 2010 was $(1,178) compared to $24,939 for the first quarter of 2009.  The decrease is due to a decrease in freight expense caused by having customers pay their own freight.

During the first quarter of 2010, the Company incurred costs totaling $22,192 associated with general and administrative expenses at Bear River Zeolite Company, compared to $51,907 of such expenses in the comparable quarter of 2009.  The decrease is primarily due to a decrease in fines and penalties.

Zeolite royalties expenses were $48,290 during the first quarter of 2010 compared to $44,081 during the first quarter of 2009.

Zeolite sales expenses were $17,293 during the first quarter of 2010 compared to $19,224 during the first quarter of 2009.  The decrease is caused by lower costs related to the direct selling expenses.

Administrative Operations

Mexico start-up costs for the first quarter of 2010 were $125,719 compared to $65,256 during the comparable quarter of 2009. The increase in costs is due primarily to expansion and initiation of Mexican operations.

General and administrative expenses for the corporation were $119,928 during the first quarter of 2010 compared to $128,461 for the same quarter in 2009. The decrease is due to decreased director stock compensation.

Interest income of $6,890 was earned during the first quarter of 2010 compared to $5,094 expensed during the first quarter of 2009.  The decrease in expense is due to the conversion of a significant loan balance to common stock between periods.

Accounts receivable factoring expense was $15,148 during the first quarter of 2010 compared to $15,663 during the first quarter of 2009.
 
8

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2.  Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued

Financial Condition and Liquidity

At March 31, 2010, Company assets totaled $4,052,849 and total stockholders’ equity was $3,028,603. Total stockholders’ equity increased $65,372 from December 31, 2009, primarily because of sales of common stock, offset by net losses incurred. At March 31, 2010, the Company’s total current liabilities exceeded its total current assets by $315,833. To continue as a going concern, the Company must generate profits from its antimony and zeolite sales and/or acquire additional capital resources through the sale of its securities or from short and long-term debt financing. Without financing and profitable operations, the Company may not be able to meet its obligations, fund operations and continue in existence. While management is optimistic that the Company will be able to sustain profitable operations and meet its financial obligations, there can be no assurance of such results.  The Company’s management is confident, however, given recent increases in pricing, the expectation of acquiring new customers, and continued reduction in capital spending, that it will be able to generate cash from operations and financing sources that will enable it to meet its obligations over the next twelve months.

Cash used by operating activities during the first three months of 2010 and 2009 was $56,404 and $197,334, respectively and resulted primarily from operating losses.

Cash used by investing activities during the first three months of 2010 and 2009 was $141,925 and $47,429, respectively and primarily related to the purchase of property, plant and equipment in Mexico.

Net cash provided by financing activities during the first three months of 2010 and 2009 was $113,799 and $256,861, respectively and primarily generated from proceeds from the sale of common stock and exercise of warrants.

ITEM 3.  Quantitative and Qualitative Disclosure about Market Risk.

Not applicable for small reporting company.

ITEM 4.  Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our president, who serves as the chief accounting officer, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of March 31, 2010.

Based upon this evaluation, it was determined that there were material weaknesses affecting our internal control over financial reporting and, as a result of those weaknesses, our disclosure controls and procedures were not effective as of March 31, 2010. These material weaknesses are as follows:

·  
The Company does not have either internally or on its Board of Directors the expertise to produce financial statements to be filed with the SEC.


 
9

 
PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 4.  Controls and Procedures, continued

·  
The Company lacks proper segregation of duties. As with any company the size of ours, this lack of segregation of duties is due to limited resources. The president authorizes the majority of the expenditures and signs checks.

·  
The Company lacks accounting personnel with sufficient skills and experience to ensure proper accounting for complex, non-routine transactions.

·  
During its year end audit, our independent registered accountants discovered material misstatements in our financial statements that required audit adjustments.

MANAGEMENT'S REMEDIATION INITIATIVES

We are aware of these material weaknesses and plan to put procedures in place to ensure that independent review of material transactions is performed. In addition, we plan to consult with independent experts when complex transactions are entered into.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There have been no changes during the quarter ended March 31, 2010 in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

 
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PART II - OTHER INFORMATION

Item 1.                  LEGAL PROCEEDINGS

None

Item 2.                  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three month period ended March 31, 2010, the Company sold shares of its restricted common stock directly and through the exercise of outstanding stock purchase warrants as follows: 310,003 shares for $0.30 per share ($93,001). In addition, 130,000 shares for $0.38 per share ($49,400) were provided to Directors of the Company as compensation.  Common stock sold is restricted as defined under Rule 144.  In management's opinion, the offer and sale of the securities were made in reliance on exemptions from registration provided by Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933, as amended and other applicable Federal and state securities laws.  Proceeds received on sales of common stock were used for general corporate purposes.

Item 3.                  DEFAULTS UPON SENIOR SECURITIES

The registrant has no outstanding senior securities.

Item 4.                  REMOVED AND RESERVED

None

Item 5.                  OTHER INFORMATION

None

Item 6.                  EXHIBITS AND REPORTS ON FORM 8-K

Certifications

Certifications Pursuant to the Sarbanes-Oxley Act

Reports on Form 8-K               None
 
 
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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)
       
       
Date: May 14, 2010
By:
/s/ John C. Lawrence  
    John C. Lawrence   
   
Director and President
(Principal Executive, Financial and Accounting Officer) 
 
       


 
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