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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2007
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period to
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Commission file number 33-00215
UNITED STATES ANTIMONY CORPORATION
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(Name of small business issuer in its charter)
MONTANA 81-0305822
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 643, THOMPSON FALLS, MONTANA 59873
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(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 [_]
Indicate by check mark whether the registrant is a shell company as defined by
Rule 12b-2 of the Exchange Act.
YES [_] No [X]
Transitional Small Business Disclosure Format
YES [_] No [X]
At May 15, 2007, the registrant had outstanding 40,907,976 shares of par value
$0.01 common stock.
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UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-QSB
FOR THE PERIOD
ENDED MARCH 31, 2007
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements.................................................1-7
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................7-9
Item 3: Controls and Procedures...............................................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: Submission of Matters to a Vote of Security Holders...................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.]
i
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
2007 2006
------------ ------------
ASSETS
Current assets:
Cash $ 18,602 $ 218,365
Accounts receivable, less allowance
for doubtful accounts of $30,000 172,862 93,596
Inventories 171,373 285,812
Deferred financing costs, net of amortization 1,875 3,750
------------ ------------
Total current assets 364,712 601,523
Properties, plants and equipment, net 2,383,742 2,065,341
Restricted cash for reclamation bonds 79,332 83,096
------------ ------------
Total assets $ 2,827,786 $ 2,749,960
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks issued and payable $ 59,394 $ 52,289
Accounts payable 555,995 655,252
Accrued payroll and payroll taxes 104,123 68,269
Other accrued liabilities 82,408 80,301
Deferred revenue 212,276 213,004
Accrued interest payable 55,832 59,191
Payable to related parties 191,119 224,449
Convertible note payable 100,000 100,000
Long-term debt, current 157,234 138,842
------------ ------------
Total current liabilities 1,518,381 1,591,597
Deferred revenue, noncurrent 400,000 400,000
Long-term debt, noncurrent 71,896 170,065
Accrued reclamation costs, noncurrent 107,500 107,500
------------ ------------
Total liabilities 2,097,777 2,269,162
------------ ------------
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 $847,500 at December 31, 2006) 7,500 7,500
Series C: 177,904 shares issued and outstanding
(liquidation preference $97,847 at December 31, 2006) 1,779 1,779
Series D: 1,757,672 shares issued and outstanding
(liquidation preference $4,525,357 at December 31, 2006) 17,576 17,576
Common stock, $0.01 par vaue, 50,000,000 shares authorized;
40,907,976 and 39,761,309 shares issued and outstanding 409,079 397,613
Additional paid-in capital 20,681,861 20,399,328
Accumulated deficit (20,387,786) (20,342,998)
------------ ------------
Total stockholders' equity 730,009 480,798
------------ ------------
Total liabilities and stockholders' equity $ 2,827,786 $ 2,749,960
============ ============
1
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the three months ended
March 31, March 31,
2007 2006
------------ ------------
Antimony Division
Revenues $ 1,094,057 $ 761,738
------------ ------------
Cost of sales:
Production costs 757,966 544,574
Depreciation 5,125 6,080
Freight and delivery 64,019 51,148
General and administrative 3,793 9,640
Direct sales expense 9,870 16,021
------------ ------------
840,773 627,463
------------ ------------
Income from operations - antimony 253,284 134,275
------------ ------------
Zeolite Division
Revenues 255,708 210,020
------------ ------------
Cost of sales:
Production costs 298,372 266,808
Depreciation 29,270 27,257
Freight and delivery 15,982 10,895
General and administrative 25,293 21,512
Royalties 30,136 27,085
Direct sales expense 10,465 13,170
------------ ------------
409,518 366,727
------------ ------------
Loss from operations - zeolite (153,810) (156,707)
------------ ------------
Total revenues - combined 1,349,765 971,758
Total cost of sales - combined 1,250,291 994,190
------------ ------------
Income (loss) from operations - combined 99,474 (22,432)
------------ ------------
Other (income) expense:
Corporate general and administrative 96,267 102,985
Exploration expense 79,629 133,650
Interest expense, net 5,203 23,066
Factoring expense 22,211 18,996
Gain on sale of properties, plants and equipment (59,048) --
------------ ------------
Other (income) expense 144,262 278,697
------------ ------------
Net loss $ (44,788) $ (301,129)
============ ============
Net loss per share of common stock - basic and diluted NIL $ (0.009)
============ ============
Basic and diluted weighted average shares outstanding 40,213,987 34,610,907
============ ============
2
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the three months ended
March 31, March 31,
2007 2006
------------ ------------
Cash Flows From Operating Activities:
Net loss $ (44,788) $ (301,129)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation expense 34,395 33,338
Deferred financing costs as interest expense 1,875 --
Gain on sale of properties, plant and equipment (59,048) --
Change in:
Accounts receivable (79,266) (51,739)
Inventories 114,439 (15,177)
Restricted cash for reclamation bonds 3,764 --
Accounts payable (137,942) 46,701
Accrued payroll and payroll taxes 35,854 (6,107)
Other accrued liabilities 2,106 (4,894)
Deferred revenue (728) (7,410)
Accrued interest payable (3,359) 10,161
Payable to related parties (33,330) (8,832)
------------ ------------
Net cash provided by (used by) operating activities (166,028) (305,088)
------------ ------------
Cash Flows From Investing Activities:
Purchase of properties, plants and equipment (314,111) (31,063)
Proceeds from sale of properties, plants and equipment 59,048 --
------------ ------------
Net cash used by investing activities (255,063) (31,063)
------------ ------------
Cash Flows From Financing Activities:
Proceeds from sale of common stock and warrants, net of commissions 294,000 129,000
Principal payments of long-term debt (79,777) (19,444)
Change in checks issued and payable 7,105 (7,932)
------------ ------------
Net cash provided by financing activities 221,328 101,624
------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (199,763) (234,527)
Cash and cash equivalents at beginning of period 218,365 287,841
------------ ------------
Cash and cash equivalents at end of period $ 18,602 $ 53,314
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Non-cash investing and financing activities:
Property, plants & equipment acquired with payable $ 38,685 $ 95,000
============ ============
Common stock issued in exchange for equipment $ -- $ 43,500
============ ============
3
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION:
The unaudited consolidated financial statements have been prepared by the
Company in accordance with accounting principles generally accepted in the
United States of America for interim financial information, as well as the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
In the opinion of the Company's management, all adjustments (consisting of
only normal recurring accruals) considered necessary for a fair presentation
of the interim financial statements have been included. Operating results
for the three month period ended March 31, 2007 are not necessarily
indicative of the results that may be expected for the full year ending
December 31, 2007. Certain consolidated financial statement amounts for the
three month period ended March 31, 2006 have been reclassified to conform to
the 2007 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, 2006.
2. LOSS PER COMMON SHARE:
The Company accounts for its 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 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 (approximately 7,951,086 at March 31,
2007) and common stock issuable upon the conversion of a convertible note
payable (approximately 500,000 at March 31, 2007) are excluded from the
calculations when their effect is antidilutive.
3. COMMITMENTS AND CONTINGENCIES:
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.
In March of 2007, the Company sustained an industrial accident at the BRZ
mine. The Company is not able to determine the amount of the uninsured loss
and expenses, if any, at this time.
4
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
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 are as follows:
For the three months ended
and as of May 31, 2007
------------
Capital expenditures:
Antimony
United States $ --
Mexico 2,000
------------
Subtotal Antimony 2,000
Zeolite 350,796
------------
$ 352,796
============
Properties, plants and equipment, net:
Antimony
United States $ 132,589
Mexico 749,740
------------
Subtotal Antimony 882,329
Zeolite 1,501,413
------------
$ 2,383,742
============
Inventory:
Antimony
United States $ 161,007
Mexico --
------------
Subtotal Antimony 161,007
Zeolite 10,366
------------
$ 171,373
============
Total Assets:
Antimony
United States $ 455,894
Mexico 749,740
------------
Subtotal Antimony 1,205,634
Zeolite 1,609,969
Corporate 12,183
------------
$ 2,827,786
============
5
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
5. ADOPTION OF NEW ACCOUNTING PRINCIPLES
On January 1, 2007, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 155 "Accounting for Certain Hybrid Financial
Instruments," which amends SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" and SFAS No. 140 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities." SFAS No. 155 resolves issues addressed in Statement 133
Implementation Issue No. D1 "Application of Statement 133 to Beneficial
Interests in Securitized Financial Assets," and:
o Permits fair value remeasurement for any hybrid financial instrument
that contains an embedded derivative that otherwise would require
bifurcation;
o Clarifies which interest-only strips are not subject to the
requirements of SFAS No. 133;
o Establishes a requirement to evaluate interests in securitized
financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an
embedded derivative requiring bifurcation;
o Clarifies that concentrations of credit risk in the form of
subordination are not embedded derivatives; and
o Amends SFAS No. 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative
financial instrument.
The Company adopted SFAS No. 155 using the modified prospective transition
method, which requires the application of the accounting standard as of
January 1, 2007. There was no impact on the financial statements as of and
for the three months ended March 31, 2007 as a result of the adoption of
SFAS No 155. In accordance with the modified prospective transition method,
the financial statements for prior periods have not been restated to
reflect, and do not include, the impact of SFAS No. 155.
On January 1, 2007, the Company adopted Financial Accounting Standards Board
Interpretation No. 48 ("FIN No. 48") "Accounting for Uncertainty in Income
Taxes," FIN No. 48 clarifies the accounting for uncertainly in income taxes
recognized in accordance with SFAS No. 109 "Accounting for Income Taxes,"
prescribing a recognition threshold and measurement attribute for the
recognition and measurement of a tax position taken or expected to be taken
in a tax return. In the course of our assessment, we have determined that we
are subject to examination of our income tax filings in the United States
and state jurisdictions for the 2003 through 2006 tax years. In the event
that the Company is assessed penalties and or interest; penalties will be
charged to other operating expense and interest will be charged to interest
expense.
The Company adopted FIN No. 48 using the modified prospective transition
method, which requires the application of the accounting standard as of
January 1, 2007. There was no impact on the financial statements as of and
for the three months ended March 31, 2007 as a result of the adoption of FIN
No. 48. In accordance with the modified prospective transition method, the
financial statements for prior periods have not been restated to reflect,
and do not include, the impact of FIN No. 48.
6
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
6. NEW ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" (SFAS 159), which will permit
entities to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains on items for which the fair
value option has been elected are to be reported in earnings. SFAS 159 will
become effective in our 2008 financial statements. We have not yet
determined the effect that adoption of SFAS 159 may have on our results of
operations or financial position.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,
(SFAS 157), which will become effective in our 2008 financial statements.
SFAS 157 establishes a framework for measuring fair value and expands
disclosure about fair value measurements, but does not require any new fair
value measurements. We have not yet determined the effect that adoption of
SFAS 157 may have on our results of operations or financial position.
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 MARCH 31, 2007 COMPARED TO THE THREE MONTH
PERIOD ENDED MARCH 31, 2006.
The Company's operations resulted in a loss of $44,788 for the three-month
period ended March 31, 2007, compared with a net loss of $301,129 for the
same period ended March 31, 2006. The decrease in the loss for the first
quarter of 2007 compared to the similar period of 2006 is primarily due to
an increase in sales of antimony, a decrease in expenses related to the
exploration of the Mexican Project and the gain on sales of mining rights.
ANTIMONY DIVISION:
Total revenues from antimony product sales for the first quarter of 2007
were $1,094,057 compared with $761,738 for the comparable quarter of 2006,
an increase of $332,319. During the three-month period ended March 31, 2007,
44% of the Company's revenues from antimony product sales was from sales to
one customer. Sales of antimony products during the first quarter of 2007
consisted of 470,892 pounds at an average sale price of $2.32 per pound.
During the first quarter of 2006 sales of antimony products consisted of
396,300 pounds at an average sale price of $1.85 per pound.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
The cost of antimony production was $757,966, or $1.67 per pound sold during
the first quarter of 2007 compared to $544,574 or $1.37 per pound sold
during the first quarter of 2006. The increase in price per pound was due to
the increased costs of raw material, electricity and fuel.
Antimony depreciation for the first quarter of 2007 was $5,125 which was
comparable to $6,080 for the first quarter of 2006.
Antimony freight and delivery expense for the first quarter of 2007 was
$64,019 compared to $51,148 during the first quarter of 2006. The increase
was due to the increase of freight costs due to higher fuel prices.
General and administrative expenses in the antimony division were $3,793
during the first quarter of 2007 compared to $9,640 during the same quarter
in 2006. The decrease is due to a decrease in finance charges on purchases.
Antimony sales expenses were $9,870 for the first quarter of 2007 compared
to $16,021 for the same quarter in 2006. The decrease is due to fewer
commissions paid to sales personnel.
ZEOLITE DIVISION:
Sales of zeolite products during the first quarter of 2007 were $255,708
compared with the same quarter sales in 2006 of $210,020. The increase in
sales for the first quarter of 2007 compared to the same quarter of 2006 was
due to an increase of approximately 156 tons sold during the first quarter
of 2007.
The cost of zeolite production was $298,372 for the first quarter of 2007
compared to $266,808 during the first quarter of 2006. The increase was
principally due to the increased prices for fuel and materials.
Zeolite depreciation for the first quarter of 2007 was $29,270 compared to
$27,257 for the first quarter of 2006. The increase in depreciation is due
to the continued purchase of capital assets associated with zeolite
production.
Zeolite freight and delivery for the first quarter of 2007 was $15,982
compared to $10,895 for the first quarter of 2006. The increase is due to
higher fuel prices
During the first quarter of 2007, the Company incurred costs totaling
$25,293 associated with general and administrative expenses at Bear River
Zeolite Company, compared to $21,512 of such expenses in the comparable
quarter of 2006. The increase was due to an increase in insurance expense.
Zeolite sales expenses were $10,465 during the first quarter of 2007
compared to $13,170 during the first quarter of 2006. The decrease is
related to fewer commissions paid to sales personnel.
ADMINISTRATIVE OPERATIONS
Interest expense of $5,203 was incurred during the first quarter of 2007
compared to $23,066 during the first quarter of 2006. The decrease in
interest resulted from conversion of a convertible note to common stock and
additional principal payments on debt with cash provided by sales of mining
interests.
Accounts receivable factoring expense was $22,211 during the first quarter
of 2007 compared to $18,996 during the first quarter of 2006. The increase
was primarily due to the increase in sales.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
General and administrative expenses for the corporation were $96,267 during
the first quarter of 2007 compared to $102,985 for the same quarter in 2006.
The decrease is due to decrease in accounting expense.
Exploration expense has decreased by $54,021 from the quarter ended March
31, 2006 due to an increased focus on plant construction.
The company sold certain mining interests during the first quarter of 2007
that resulted in a gain on sale of property $59,048 during the first quarter
of 2007. No such sales were transacted during the first quarter of 2006.
FINANCIAL CONDITION AND LIQUIDITY
At March 31, 2007, Company assets totaled $2,827,786 and stockholders'
equity was $730,009. Stockholders' equity increased $249,211 from December
31, 2006, primarily due to sales of common stock. At March 31, 2007, the
Company's total current liabilities exceeded its total current assets by
$1,153,669. Due to the Company's operating losses and negative working
capital, the Company's independent accountants included a paragraph in the
Company's 2006 financial statements relating to a going concern uncertainty.
To continue as a going concern the Company must generate profits from its
antimony and zeolite sales and to acquire additional capital resources
through the sale of its securities or from short and long-term debt
financing. Without financing and profitable operations, the Company may not
be able to meet its obligations, fund operations and continue in existence.
While management is optimistic that the Company will be able to sustain
profitable operations and meet its financial obligations, there can be no
assurance of such. The Company's management is confident, however, 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 2007 was
$166,028, and resulted primarily from a decrease in accounts payable,
including those owed to related parties, and the non-cash affects of
depreciation and amortization expenses.
Cash used in investing activities during the first three months of 2007 was
$255,063 and primarily related to the BRZ Raymond Mill Project.
Net cash provided by financing activities was $221,328 during the first
three months of 2007 and was primarily generated from proceeds from the sale
of common stock.
9
ITEM 3. 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, 2007.
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, 2007. These material weaknesses are as follows:
o 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.
o The Company lacks accounting personnel with sufficient skills and
experience to ensure proper accounting for complex, non-routine
transactions.
o 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, 2007 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.
10
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, 2007 the Company sold 363,334
shares of its restricted common stock and warrants for $0.30 per share or
$109,000, issued 283,333 shares of its restricted common stock to exercising
warrant holders for $0.30 per share or $85,000 and issued 500,000 shares of
its restricted common stock to an exercising warrant holder for $0.20 per
share or $100,000. Both the common stock and the common stock underlying the
warrants are 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.
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
None
Reports on Form 8-K None
11
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: 14 May 2007
--------------------------------------- ------------------
John C. Lawrence, Director and President
(Principal Executive, Financial and Accounting Officer)
12