Edgar Filing: UNITED STATES ANTIMONY CORP

uamy_10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

þ	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ________ to ________

Commission file number 001-08675

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 þ No o

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 o No o

Indicate by check mark whether the registrant is a shell company as defined by Rule 12b-2 of the Exchange Act. YES o No þ

At May 10, 2012, the registrant had outstanding 60,804,010 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 þ

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company o

UNITED STATES ANTIMONY CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD

ENDED MARCH 31, 2012

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements (unaudited)		3

Item 2:	Management’s Discussion and Analysis of Results of Operations and Financial Condition		10

Item 3:	Quantitative and Qualitative Disclosure about Market Risk		12

Item 4:	Controls and Procedures		13

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings		14

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds		14

Item 3:	Defaults upon Senior Securities		14

Item 4:	Mine Safety Disclosures		14

Item 5:	Other Information		14

Item 6:	Exhibits and Reports on Form 8-K		14

SIGNATURE			15

CERTIFICATIONS

[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, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	1,413,583		$	5,427
Certificates of deposit (Note 4)		242,800			-
Accounts receivable, less allowance
for doubtful accounts of $4031 and $7600		472,156			1,291,975
Inventories		1,461,149			1,066,813
Other current assets		97,315			56,208
Deferred tax asset		470,869			396,558
Total current assets		4,157,872			2,816,981

Properties, plants and equipment, net		6,786,454			6,047,004
Restricted cash for reclamation bonds		74,777			74,777
Other assets		122,036			54,766
Total assets	$	11,141,139		$	8,993,528

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks issued and payable	$	-		$	113,908
Deferred revenue		-			43,760
Accounts payable		1,050,390			994,940
Accrued payroll, taxes and interest		150,288			141,928
Other accrued liabilities		33,476			119,292
Payables to related parties		46,662			331,978
Long-term debt, current		255,454			79,631
Total current liabilities		1,536,270			1,825,437

Long-term debt, noncurrent		246,815			158,218
Accrued reclamation and remediation costs, noncurrent		243,510			241,500
Total liabilities		2,026,595			2,225,155

Commitments and contingencies (Note 4)

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 $877,500)		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 $4,714,433)		17,509			17,509
Common stock, $0.01 par vaue, 90,000,000 shares authorized;
60,804,010 and 59,349,300 shares issued and outstanding, respectively		608,040			593,492
Additional paid-in capital		28,082,985			25,635,129
Accumulated deficit		(19,603,269	)		(19,487,036	)
Total stockholders' equity		9,114,544			6,768,373
Total liabilities and stockholders' equity	$	11,141,139		$	8,993,528

The accompanying notes are an integral part of the consolidated financial statements.

United States Antimony Corporation and Subsidiaries

Consolidated Statements of Operations (Unaudited)

	For the three months ended
	March 31, 2012			March 31, 2011

REVENUES	$	3,053,554		$	2,838,039

COST OF REVENUES		2,890,144			2,491,519

GROSS PROFIT		163,410			346,520

OPERATING EXPENSES:

General and administrative		225,921			148,002
Professional fees		98,306			94,952
TOTAL OPERATING EXPENSES		324,227			242,954

INCOME (LOSS) FROM OPERATIONS		(160,817	)		103,566

OTHER INCOME (EXPENSE):
Interest income		2,054			2,069
Interest expense		(4,333	)		(1,153	)
Factoring expense		(27,448	)		(34,693	)
TOTAL OTHER (EXPENSE)		(29,727	)		(33,777	)

INCOME (LOSS) BEFORE INCOME TAXES		(190,544	)		69,789

INCOME TAX BENEFIT (EXPENSE)		74,311			(24,426	)

NET INCOME (LOSS)	$	(116,233	)	$	45,363

Net income (loss) per share of
common stock:
Basic and diluted	$	Nil		$	Nil
Diluted	$	Nil		$	Nil

Weighted average shares outstanding:
Basic		60,523,440			57,164,492
Diluted		60,523,440			57,426,529

The accompanying notes are an integral part of the consolidated financial statements.

United States Antimony Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

	For the three months ended
	March 31, 2012			March 31, 2011
Cash Flows From Operating Activities:
Net income (loss)	$	(116,233	)	$	45,363
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
Depreciation expense		109,045			92,966
Accretion of asset retirement obligation		2,010			-
Deferred tax expense (benefit)		(74,311	)		21,926
Change in:
Accounts receivable, net		819,819			523,056
Inventories		(394,336	)		(73,702	)
Other current assets		(41,107	)		(336,381	)
Other assets		(67,270	)		(18,770	)
Accounts payable		55,450			152,609
Accrued payroll, taxes and interest		8,360			8,729
Other accrued liabilities		(85,816	)		(31,127	)
Deferred revenue		(43,760	)		-
Payables to related parties		(285,316	)		6,837
Net cash provided (used) by operating activities		(113,465	)		391,506

Cash Flows From Investing Activities:
Collateral CD for loan facility		(242,800	)		-
Purchase of properties, plants and equipment		(564,555	)		(100,265	)
Net cash used by investing activities		(807,355	)		(100,265	)

Cash Flows From Financing Activities:
Proceeds from sale of common stock, net of commissions		2,462,404			783,470
Principal payments of long-term debt		(19,520	)		(16,146	)
Payments received on stock subscription agreements					22,379
Change in checks issued and payable		(113,908	)		13,371
Net cash provided by financing activities		2,328,976			803,074

NET INCREASE IN CASH AND CASH EQUIVALENTS		1,408,156			1,094,315

Cash and cash equivalents at beginning of period		5,427			448,861
Cash and cash equivalents at end of period	$	1,413,583		$	1,543,176

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Noncash investing and financing activities:
Properties, plants & equipment acquired with long-term debt	$	283,940		$	30,500
Properties, plants and equipment acquired with accounts payable					17,826

The accompanying notes are an integral part of the consolidated financial statements.

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-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, 2012 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2012.

Certain consolidated financial statement amounts for the three month period ended March 31, 2011 have been reclassified to conform to the 2012 presentation. These reclassifications had no effect on the net income or accumulated deficit as previously reported.

Management estimates their effective tax rate at 39% for the current year.

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, 2011.

During the three months ended March 31, 2012 and 2011, the Company incurred interest expense of $14,313 and $5,470, respectively, which has been capitalized as part of the cost of constructing the Cal Los Arcos Mill in Mexico.

2. Income (Loss) Per Common Share:

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including warrants to purchase the Company's common stock and convertible preferred stock. Management has determined that the calculation of diluted earnings per share for the three month period ending March 31, 2012, is not applicable since any additions to outstanding shares related to common stock purchase warrants would be anti-dilutive.

As of March 31, 2012 and 2011, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive are as follows:

	3/31/2012		3/31/2011
Warrants		1,719,167		600,000
Convertible preferred stock		2,678,909		2,299,745
Total possible dilution		4,398,076		2,899,745

3. Inventories

	March 31, 2012		December 31, 2011
Antimony Metal	$	183,169	$	152,026
Antimony Oxide		378,668		180,404
Antimony Ore		841,342		644,113
Zeolite		57,970		90,270
	$	1,461,149	$	1,066,813

4. Commitments and Contingencies:

In 2005, a subsidiary of the Company signed an option agreement that gives it the exclusive right to explore and develop the San Miguel I and San Miguel II concessions for an annual payment of $50,000, and an option to purchase payment of $100,000 annually. Total payments will not exceed $1,430,344, reduced by taxes paid. During the three months ended March 31, 2012 and the year ended December 31, 2011, $0 and $186,956 respectively, was paid and capitalized as mineral rights in accordance with the Company’s accounting policies.

From time to time, the Company is assessed fines and penalties by the Mine Safety and Health Administration (“MSHA”). Using appropriate regulatory channels, management may contest these proposed assessments. The Company has accrued $19,640 in other accrued liabilities as of March 31, 2012, related to these settled claims.

During the three months ended march 31, 2012, the Company negotiated a new credit facility increasing our lines of credit by $202,000. As part of this agreement, we have pledged an additional two $101,000 certificates of deposit as collateral. The increased loan facility allows us access to cash for an interest rate of 3.15% for the portion of the credit line used. At March 31,2012, we did not have any outstanding line of credit debt.

5. Long – Term Debt

Long-term debt at March 31, 2012 and December 31, 2011, is as follows:

	2012			2011
Note payable to De Lage Landen financial Services, bearing interest
at 5.3%; payable in monthly installments of $549; maturing
March 2016; collateralized by equipment.	$	23,700		$	-

Note payable to Western States Equipment Co., bearing interest
at 6.15%; payable in monthly installments of $2,032; maturing
June 2015; collateralized by equipment.		71,689			77,040

Note payable to CNH Capital America, LLC, bearing interest
at 4.5%; payable in monthly installments of $505; maturing
June 2013; collateralized by equipment.		7,337			8,648

Note payable to GE Capital, bearing interest at 2.25%; payable in
monthly installments of $359; maturing July 2013; collateralized by
equipment.		5,652			6,531

Note payable to Robert and Phyllis Rice, bearing interest
at 1%; payable in monthly installments of $2,000; maturing
March 2015; collateralized by equipment.		73,024			80,882

Note payable to De Lage Landen Financial Services
at 5.2%; payable in monthly installments of $709; maturing
July 2014; collateralized by equipment.		18,001			19,229

Note payable to Catepillar Finance, bearing interest
at 6.15%; payable in monthly installments of $766; maturing
August 2014; collateralized by equipment.		20,607			21,990

Note payable to De Lage Landen Financial Services
at 5.2%; payable in monthly installments of $697; maturing
January 2015; collateralized by equipment.		22,019			23,529

Note payable for Corral Blanco land, bearing interest
at 6%; payable in three installments; maturing
May 1, 2013; collateralized by land.		260,240

		502,269			237,849
Less current portion		(255,454	)		(79,631	)
Noncurrent portion	$	246,815		$	158,218

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

6. Concentrations of Risk

During the quarter ended March 31, 2012, approximately 86% of the Company's antimony revenues were generated by sales to three customers. Loss of the Company’s key customers could adversely affect its business.

7. Related Party Transactions

During the first quarter of 2012 and 2011, the Company paid $6,655, and $35,957 respectively, to directors of the Company for permitting and other construction related activities at Mexican mill sites.

During the first quarter of 2012 and 2011, the Company paid $21,840 and $15,903, respectively, to John Lawrence as reimbursement for equipment used by the Company.

8. 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 and factoring is not allocated to the segments. Selected information with respect to segments is as follows:

	As of March 31, 2012		As of December 31, 2011
Properties, plants and equipment, net:
Antimony
United States	$	626,593	$	603,959
Mexico		4,218,042		3,492,296
Subtotal Antimony		4,844,635		4,096,255
Zeolite		1,941,819		1,950,749
	$	6,786,454	$	6,047,004

Total Assets:
Antimony
United States	$	3,706,465	$	1,187,322
Mexico		5,054,517		4,992,250
Subtotal Antimony		8,760,982		6,179,572
Zeolite		2,291,533		2,813,956
	$	11,052,515	$	8,993,528

	For the three months ended
	March 31, 2012		March 31, 2011
Capital expenditures:
Antimony
United States	$	44,768	$	57,222
Mexico		762,840		91,369
Subtotal Antimony		807,608		148,591
Zeolite		40,887		-
	$	848,495	$	148,591

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

8. Business Segments, continued

	For the three months ended March 31,
	2012			2011
Antimony Division - United States:
Revenues - Antimony	$	2,202,137		$	2,114,232
Customer discounts - Antimony		(27,328	)
Revenues - Precious metals		180,138			331,200
		2,354,947			2,445,432
Cost of sales:
Production costs		1,487,618			1,689,599
Depreciation		7,135			6,881
Freight and delivery		52,316			64,890
General and administrative		19,451			26,208
Direct sales expense		17,769			12,590
Total cost of sales		1,584,289			1,800,168
Gross profit - United States antimony		770,658			645,264

Antimony Division - Mexico:
Cost of sales - Madero smelter:
Production costs		440,510			225,198
Depreciation		50,418			39,946
Freight and delivery		65,424			804
General and administrative		16,011			30,417
Total Madero smelter		572,363			296,365
Non operating costs :
Corporate		39,216
Puerto Blanco mill		30,738
Los Juarez mine		11,828
Total Mexico costs		654,145			296,365
Gross profit (loss) - Mexico antimony		(654,145	)		(296,365	)

Total revenues - antimony		2,354,947			2,445,432
Total cost of sales - antimony		2,238,434			2,096,533
Total gross profit - antimony		116,513			348,899

Zeolite Division:
Revenues		698,607			392,607
Cost of sales:
Production costs		488,302			273,302
Depreciation		49,817			46,139
Freight and delivery		21,802			(2,280	)
General and administrative		3,505			14,523
Royalties		66,810			44,912
Direct sales expense		21,474			18,390
Total cost of sales		651,710			394,986
Gross profit (loss) - zeolite		46,897			(2,379	)

Total revenues - combined	$	3,053,554		$	2,838,039
Total cost of sales - combined		2,890,144			2,491,519
Total gross profit - combined	$	163,410		$	346,520

Production at the Company’s Mexico operation only brings antimony up to an intermediate stage, which must then be shipped to the United States operation for finishing. Revenues are not recorded as no sales occur at the intermediate stage.

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, 2012 compared to the three month period ended March 31, 2011.

The Company’s operations resulted in net loss of $116,233 for the three-month period ended March 31, 2012, compared with a net income of $45,363 for the same period ended March 31, 2011. The difference in income for the first quarter of 2012 compared to the similar period of 2011 is attributed to a large build of inventory to $1,488,911 prior to the start up of the Puerto Blanco mill and expansion of the Madero smelter, the booking of $81,782 of non-operational expenses at the Puerto Blanco mill and Los Juarez property against Mexican production, fees associated with a recent funding, lower silver and gold production, and lower antimony prices.

Antimony Division:

Total revenues from antimony product sales for the first quarter of 2012 were $2,202,137 compared with $2,114,232 for the comparable quarter of 2011, an increase of $87,905. During the first quarter of 2012, sales of antimony products consisted of 343,952 pounds of contained antimony metal at an average price of $6.40 per pound, compared to 321,361 pounds of contained antimony metal at an average sale price of $6.58 per pound.

The cost of antimony production was $1,928,128, or $5.61 per pound of antimony metal contained sold during the first quarter of 2012 compared to $1,914,797, or $5.96 per pound of antimony metal contained sold during the first quarter of 2011.

Antimony depreciation for the first quarter of 2012 was $57,553 compared to $46,827 for the first quarter of 2011. The increase in depreciation is due to the increase of fixed assets in production in Mexico.

Antimony freight and delivery expense for the first quarter of 2012 was $117,740 compared to $65,694 during the first quarter of 2011.

Direct sales expenses for antimony were $17,769 for the first quarter of 2012 compared to $12,590 during the same quarter in 2011.

During the first quarter of 2012 precious metals sales was $180,138. During the first quarter of 2011 silver and gold comprised $331,200 of sales.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED

Zeolite Division:

Total revenue from sales of zeolite products during the first quarter of 2012 were $698,607 at an average sales price of $201.56 per ton, compared with the same quarter sales in 2011 of $392,607 at an average sales price of $143.83 per ton.

The cost of zeolite production was $488,302, or $140.88 per ton sold for the first quarter of 2012, compared to $273,302, or $100.81 per ton sold, during the first quarter of 2011. The increase was due to increased labor, maintenance and propane expenses during the first quarter of 2011 compared to the first quarter of 2010.

Zeolite depreciation for the first quarter of 2012 was $49,817 compared to $46,139 for the first quarter of 2011.

Zeolite freight and delivery for the first quarter of 2012 was $21,802 compared to $(2,280) for the first quarter of 2011. The change in freight expense is because in the 1st quarter of 2011, we had a program of having customers pay their own freight.

During the first quarter of 2012, the Company incurred costs totaling $3,505 associated with general and administrative expenses at Bear River Zeolite Company, compared to $14,523 of such expenses in the comparable quarter of 2011.

Zeolite royalties expenses were $66,810 during the first quarter of 2012 compared to $44,912 during the first quarter of 2011.

Direct sales expenses for zeolite was $21,474 during the first quarter of 2012 compared to $18,390 during the first quarter of 2011.

Administrative Operations

General and administrative expenses for the corporation were $189,006 during the first quarter of 2012 compared to $80,349 for the same quarter in 2011. The increase is primarily due to $108,764 of stock based compensation paid to Directors for their services.

Professional fees of $98,306 during the first quarter of 2012 compared to $94,952 during the first quarter of 2011.

Accounts receivable factoring expense was $27,448 during the first quarter of 2012 compared to $34,693 during the first quarter of 2011. The decrease is due to less need to turn receivables over quickly.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED

Cash provided (used) by operating activities during the first three months of 2012 and 2011 was $(113,465) and $391,506, respectively. The change resulted primarily from decreases in net income, and cash used by increases in inventory, other current assets, and other assets in 2012. Net collections of accounts receivable provided $819,819 of cash during the first quarter of 2012.

Cash used by investing activities during the first three months of 2012 and 2011 was $807,355 and $100,265, respectively and was primarily related to the purchase of property, plant and equipment in Mexico.

Net cash provided by financing activities during the first three months of 2012 and 2011 was $2,328,976 and $803,074, respectively, and was primarily generated from the sale of common stock.

Financial Condition and Liquidity	March 31, 2012			December 31, 2011

Current Assets	$	4,157,872		$	2,816,981
Current liabilities		(1,536,270	)		(1,595,433	)
Net Working Capital	$	2,621,602		$	1,221,548

Cash provided (used) by operations	$	(113,465	)	$	564,041
Cash (used) by investing		(807,355	)		(2,239,441	)
Cash provided (used) by financing:
Principal paid on long-term debt		(19,520	)		(124,722	)
Sale of Stock		2,462,404			1,242,780
Other		(113,908	)		113,908
Net change in cash	$	1,408,156		$	(443,434	)

Our liquidity (cash) and working capital has improved by $1.4 million from December 31, 2011, primarily due to an increase in cash of $1.4 million, which is approximately the net cash received from issuing $2.4 million of common stock, and expending $1 million for capital improvements and operations. Increases in our inventory affected our cash position at March 31, 2012, and decreases to inventory in future periods should provide liquidity (cash). We have lines of credit for $202,000 which have not been drawn on at March 31, 2012.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

We sell our antimony products based on a world market price, and we buy a majority of our raw material based on the same market prices. Analysis of our costs indicate that, for the quarter ended March 31, 2012, raw materials were approximately 50% of our cost of goods sold. Most of our production costs are fixed in nature, and could not be decreased readily without decreasing our production. During the quarter ending March 31, 2012, a $2 per pound decrease in our sales price would have likely caused our gross profit to decrease $1 per pound.

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, 2011.

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, 2012. These material weaknesses are as follows:

●	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.

●	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 will develop procedures to ensure that independent review of material transactions is performed. We will develop internal control measures to mitigate the lack of segregation of duties as follows:

●	The CFO will review all bank reconciliations

●	The CFO will review all material transactions for capital expenditures

●	The CFO will review all period ending entries for preparation of financial statements, including the calculation of inventory, depreciation, and amortization

●	The CFO will review all material entries for compliance with generally accepted accounting principles prior to the annual audit and 10Q filings

●	The CFO will develop a formal capitalization policy

In addition, we plan to consult with independent experts when complex transactions are contemplated.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

During the quarter ended March 31, 2012, the Company appointed three independent Director’s to an Audit Committee which has been actively involved in the Company's internal controls over financial reporting through communications with the Company’s management and outside auditors.

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, 2012, the Company sold shares of its restricted common stock directly and through the exercise of outstanding stock purchase warrants as follows: 1,102,500 shares for $2.00 per share ($2,205,000), and 200,000 shares for $.30 per share ($60,000). 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. MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503 (a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 95 MINE SAFETY DISCLOSURES

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During its fiscal quarter ended March 31, 2012, the Company had no material specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to the Company’s United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.

Mine

Mine Act §104 Violations (1)

Mine Act §104(b) Orders (2)

Mine Act §104(d) Citations and Orders (3)

Mine Act §(b)(2) Violations (4)

Mine Act §107(a) Orders (5)

Proposed Assessments from MSHA (In dollars$)

Mining Related Fatalities

Mine Act §104(e) Notice (yes/no) (6)

Pending Legal
Action before
Federal Mine
Saftey and Health
Review Commission
(yes/no)

Bear River Zeolite

2,473.00

Certifications

Certifications Pursuant to the Sarbanes-Oxley Act

Reports on Form 8-K None

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: August 21, 2013	By:	/s/ John C. Lawrence
		John C. Lawrence, Director and President
		(Principal Executive)

Date: August 21, 2013	By:	/s/ Daniel L. Parks
		Daniel L. Parks, Chief Financial Officer


Date: August 21, 2013	By:	/s/ Alicia Hill
		Alicia Hill, Controller