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

FORM 10-KSB

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003 or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 0-17171

URANIUM RESOURCES, INC.
(Name of Small Business Issuer in its Charter)

DELAWARE		75-2212772
(State of Incorporation)		(I.R.S. Employer Identification No.)

650 S. Edmonds Lane, Suite 108 Lewisville, Texas		75067
(Address of principal executive offices)		(Zip code)

(972) 219-3330
(Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $.001 par value per share		None

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Check if there is disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o

The Issuers revenues for the year ended December 31, 2003 was $0.00

The aggregate market value of the Common Stock of the Issuer held by non-affiliates at March 24, 2004 was approximately $9,466,938.

Number of shares of Common Stock outstanding as of March 24, 2004: 88,574,193 shares.

Documents Incorporated by Reference:
None

URANIUM RESOURCES, INC.
ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

TABLE OF CONTENTS

PART I				1
	Item 1. Description of Business			1
		OVERVIEW OF THE URANIUM INDUSTRY		1
		OUR BUSINESS		2
			The Company	2
			Current Plan of Operation	3
			Uranium Reserves/Mineralized Material	3
			The In Situ Leach Mining Process	4
			Environmental Considerations and Permitting	4
			Reclamation and Restoration Costs and Bonding Requirements	6
			Water Rights	6
			Competition	7
	Item 2. Description of Properties			7
		South Texas		7
		New Mexico Properties		8
		Insurance		9
		Reclaimed Properties		9
	Item 3. Legal Proceedings			10
		New Mexico Radioactive Material License		10
		New Mexico UIC Permit		10
		Kingsville Dome Production Area 3		10
		Vasquez Litigation		10
		Texas Department of Health Bonding Issues		11
		Other		11
	Item 4. Submission of Matters to a Vote of Security Holders			11
		CAUTIONARY STATEMENTS		11
		GLOSSARY OF CERTAIN URANIUM INDUSTRY TERMS		14
PART II				16
	Item 5. Market for Registrant's Common Equity and Related Stockholder Matters			16
		Recent Sales of Unregistered Securities		16
		Dividends		16
	Item 6. Management's Discussion and Analysis or Plan of Operation			16
		Plan of Operation and Liquidity		16
		Off-Balance Sheet Arrangements		17
		Critical Accounting Policies		17
		Impact of Recent Accounting Pronouncements		18
		Evaluation of Internal and Disclosure Controls		19
	Item 7. Financial Statements			19
	Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			19

PART III			20
	Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance with Section 16(a) of the Exchange Act		20
		Directors	20
		Arrangements Regarding Election of Directors	21
		Other Executive Officers	21
		Code of Ethics for Senior Financial Officers	22
		Audit Committee—Financial Expert and Independence	22
		Section 16(a) Beneficial Ownership Reporting Compliance	22
	Item 10. Executive Compensation		23
		Supplemental Health Care Plan	23
		401(k) Profit Sharing Plan	24
		Employees' Stock Option Plans	24
		Deferred Compensation Plans	24
		Option Grants in Last Fiscal Year	24
		Aggregated Stock Option Exercises in Last Fiscal Year and Fiscal Year End Option Values	25
		Director Compensation	26
		Compensation Committee Interlocks and Insider Participation	26
		Compensation Agreements with Key Executives	26
		Securities Authorized for Issuance Under Equity Compensation Plans	27
	Item 11. Security Ownership of Certain Beneficial Owners and Management		27
		Principal Stockholders	27
		Directors and Executive Officers	28
	Item 12. Certain Relationships and Related Transactions		29
		Bridge Loan in May 2002	29
		Options Issuable for Deferred Compensation	29
PART IV			30
	Item 13. Exhibits and Reports on Form 8-K		30
	Item 14. Principal Accountant Fees and Services		30
SIGNATURES			31

URANIUM RESOURCES, INC.

ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

PART I

The "Company" or "Registrant" is used in this report to refer to Uranium Resources, Inc. and its consolidated subsidiaries. Items 1 and 2 contain "forward-looking statements." These statements include, without limitation, statements relating to management's expectations regarding the Company's ability to remain solvent, mineralized materials, timing of receipt of mining permits, production capacity of mining operations planned for properties in South Texas and New Mexico and planned dates for commencement of production at such properties, business strategies and other plans and objectives of the Company's management for future operations and activities and other such matters. The words "believes," "plans," "intends," "strategy," "projects," "targets," or "anticipates" and similar expressions identify forward-looking statements. The Company does not undertake to update, revise or correct any of the forward-looking information. Readers are cautioned that such forward-looking statements should be read in conjunction with the Company's disclosures under the heading: "Cautionary Statements" beginning on page 11.

Certain terms used in this Form 10-KSB are defined in the "Glossary of Certain Terms" appearing at the end of Part I hereto.

Item 1. Description of Business

OVERVIEW OF THE URANIUM INDUSTRY

The only significant commercial use for uranium is as fuel for nuclear power plants for the generation of electricity. During 2002, 435 nuclear power plants were operating in the world and consumed an estimated 169 million pounds of uranium. World wide production of uranium in 2002 was only about 93 million pounds. In the United States there are 103 nuclear power plants that produce about 20% of the electricity used.

Based on reports by the Ux Consulting Company, LLC ("Ux") and the Uranium Institute ("UI"), since the early 1990s, worldwide uranium production has satisfied only 51% of worldwide demand, and this ratio has also been true in the Western world. Ux reports that the gap has been filled by secondary supplies, such as inventories held by governments, utilities and others in the fuel cycle, including the highly enriched uranium (HEU) inventories which are a result of the agreement between the US and Russia to blend down nuclear warheads. In the period 2004-2010 Ux projects western production to be sufficient to cover only 45% of western demand.

Ux reports that secondary sources combined with uranium production from existing uranium mines will not be sufficient to meet the world's requirements. New production will be needed. Ux projects that the industry will need uranium prices significantly higher than current prices to stimulate the capital investment needed to support such new production.

Spot price is the price at which uranium may be purchased for delivery within one year. Spot prices have been more volatile historically than long-term contract prices, increasing from $6.00 per pound in 1973 to $43.00 per pound in 1978, declining to $7.25 per pound in October 1991, increasing to $16.50 per pound in May 1996 and again declining to $7.10 at December 31, 2000. Since year-end 2000 the spot price has increased to $17.50 at March 22, 2004.

The following graph shows spot prices per pound from 1980 to March 22, 2004, as reported by Trade Tech and Ux.

All prices beginning in 1993 represent U₃O₈ deliveries available to U.S. utilities.

OUR BUSINESS

The Company

We were organized in 1977 to mine uranium in the United States using the in situ leach mining process, a process in which groundwater fortified with oxidizing agents is pumped into the ore body causing the uranium contained in the ore to dissolve. The resulting solution is pumped to the surface where it is further processed to a dried form of uranium that is shipped to conversion facilities for sale to our customers. This process is generally more cost effective and environmentally benign than conventional mining techniques.

Since 1988 we have produced about 6.1 million pounds of uranium from two mines in South Texas. Our Kingsville Dome mine produced about 3.5 million pounds and the Rosita mine produced about 2.6 million pounds. Additional mineralized uranium materials exist at Kingsville Dome. The Rosita property is essentially at the end of its productive capacity, although some minor mineralized uranium materials remain that may be produced.

Because of depressed uranium prices in 1999, we shut-in our two producing properties with plans to resume production when market prices recovered. Since the first quarter of 2000 we have had no source of revenue and have had to rely on equity infusions to remain in business.

In the four years ended December 31, 2001 the carrying value of our properties reduced from $61.4 million to $708,000, including a writedown in the carrying value and a pre-tax charge to earnings of: $18.0 million in 1998 ($12.3 million for Kingsville Dome and $5.6 million for Rosita); $38.4 million

in 1999; $1.4 million in 2000; and $475,000 in 2001. At December 31, 2003 our uranium properties, plant and equipment had a net book value of about $684,000 compared to $716,000 at December 31, 2002.

We have the Kingsville Dome, Rosita and Vasquez properties in South Texas and properties in New Mexico.

As of December 31, 2003 we had 7 employees, including one geologist, two engineers and two certified public accountants. We have field offices at Kingsville Dome, Rosita and Crownpoint, New Mexico.

Current Plan of Operation

Because of severely depressed uranium prices, in mid-1999 we reduced our payroll and shut in our producing properties. Since that time, the Company has relied on equity infusions to remain in business. We have raised a total of approximately $6.5 million allowing us to maintain the critical employees and assets of the Company until such time that uranium prices reached a level where it was prudent to commence operations. Across this period, we performed ongoing restoration and reclamation at certain of our wellfields at Rosita and Kingsville Dome via an agreement with the State of Texas and our bonding company that allowed us access to approximately $3.2 million that had been pledged to secure restoration bonds (the "Restoration Agreement").

Since 2000, uranium prices have increased from a low of $7.10 per pound to $17.50 as of March 22, 2004. With the final resolution of the Vasquez lawsuit (see "LEGAL PROCEEDINGS"), we now plan to go forward with the development and mining of that property upon the raising of the required capital necessary for the requisite bonding, surface production facilities and injection and production wells. We project that we will need $5.2 million, and we anticipate raising these funds through the issuance of common stock. Of this total, $2.9 million will be utilized for wellfield and plant capital and $0.9 million will be for initial cash bonding requirements. The balance, or $1.4 million, will be utilized for product operating costs and overheads until the resultant uranium product is available for inventory financing prior to its sale. The Company will require an inventory financing capability of approximately $2.2 million. We are actively seeking financing for the foregoing. Ultimate cash bonding requirements will amount to a projected $2.8 million, the majority of the collateral for which we anticipate will be funded via the proceeds from operations. We anticipate that the Company employment level will increase from the current 12 employees to 33 when the Vasquez project is in full operation.

We plan to commence additional pre-production activities as soon as the required $5.2 million in capital is raised, and have targeted wellfield injection to commence in July, 2004, with the first shipment of product to a converter in September. The first sale of our uranium product is slated for January 2005. The Company currently has two contracts that call for the delivery of an aggregate of 600,000 pounds of uranium in each of the years 2005 through 2008.

During 2004, the Company plans to continue actively working towards the completion of the Production Area Authorization #3 review at Kingsville Dome (see "LEGAL PROCEEDINGS"). It is anticipated that the review will be complete by early 2005, allowing the commencement of production at Kingsville Dome later that year. The Company is currently evaluating contracting opportunities for the Kingsville Dome production.

Uranium Reserves/Mineralized Material

Based on the report of Richard F. Douglas, Ph.D. dated March 29, 2004 ("Douglas Report") our Vasquez property has in-place proven reserves of 2.328 million pounds and probable in-place reserves of 1.413 million pounds. It is estimated that 2.619 million pounds or 70% will be recoverable. In

addition, our Kingsville Dome property has 318,000 pounds of probable in place reserves of which 223,000 pounds or 70% is estimated to be recoverable. The Douglas Report also concludes that our New Mexico properties collectively have about 33 million pounds of in-place mineralized uranium materials. We are unable to estimate the amount that may be recoverable. Although not covered by the Douglas Report, we estimate that we have up to an additional 13 million pounds of in-place reserves on our Crownpoint property.

The In Situ Leach Mining Process

The in situ leach mining process is a form of solution mining. It differs dramatically from conventional mining techniques. The in situ leach technique avoids the movement and milling of significant quantities of rock and ore as well as mill tailing waste associated with more traditional mining methods. It is generally more cost-effective and environmentally benign than conventional mining. Historically, the majority of United States uranium production resulted from either open pit surface mines or underground shaft operations.

The in situ leach process was first tested for the production of uranium in the mid-1960s and was first applied to a commercial-scale project in 1975 in South Texas. It was well established in South Texas by the late 1970's where it was employed in about twenty commercial projects, including two operated by us.

In the in situ leach process, groundwater fortified with oxygen and other solubilizing agents is pumped into a permeable ore body causing the uranium contained in the ore to dissolve. The resulting solution is pumped to the surface. The fluid-bearing uranium is then circulated to an ion exchange column on the surface where uranium is extracted from the fluid onto resin beads. The fluid is then reinjected into the ore body. When the ion exchange column's resin beads are loaded with uranium they are removed and flushed with a salt-water solution, which strips the uranium from the beads. This leaves the uranium in slurry, which is then dried and packaged for shipment as uranium powder.

We have historically used a central plant for the ion exchange. In order to increase operating efficiency and reduce future capital expenditures, we began the design and development of wellfield-specific remote ion exchange methodology. Instead of piping the solutions over large distances through large diameter pipe lines and mixing the waters of several wellfields together, each wellfield will be mined using a dedicated satellite ion exchange facility. This will allow ion exchange to take place at the wellfield instead of at the central plant. A wellfield consists of a series of injection wells, production (extraction) wells and monitoring wells drilled in specified patterns. Wellfield pattern is crucial to minimizing costs and maximizing efficiencies of production. The satellite facilities allow mining of each wellfield using its own native groundwater. This eliminates problems associated with progressive buildup of dissolved solids in the groundwater, thereby enhancing mining efficiencies and uranium recoveries.

Environmental Considerations and Permitting

Uranium mining is regulated by the federal government, states and, where conducted in Indian Country, by Indian tribes. Compliance with such regulation has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been related to obtaining licenses and permits from federal and state agencies before the commencement of mining activities.

Radioactive Material License. Before commencing operations in both Texas and New Mexico, we must obtain a radioactive material license. Under the federal Atomic Energy Act the United States Nuclear Regulatory Commission has primary jurisdiction over the issuance of a radioactive material license. However, the Atomic Energy Act also allows for states with regulatory programs deemed satisfactory by the Commission to take primary responsibility for issuing the radioactive material

license. The Commission has ceded jurisdiction for such licenses to Texas but not to New Mexico. Such ceding of jurisdiction by the Commission is hereinafter referred to as the "granting of primacy."

The Texas Department of Health is the permitting agency for the radioactive material license. For operations in New Mexico, radioactive material licensing is handled directly by the United States Nuclear Regulatory Commission.

See "PROPERTIES" and "LEGAL PROCEEDINGS" for the status of our radioactive material license for New Mexico and our Texas properties.

Underground Injection Control Permits("UIC"). The federal Safe Drinking Water Act creates a nationwide regulatory program protecting groundwater. This act is administered by the United States Environmental Protection Agency (the "USEPA"). However, to avoid the burden of dual federal and state (or Indian tribal) regulation, the Safe Drinking Water Act allows for the UIC permits issued by states (and Indian tribes determined eligible for treatment as states) to satisfy the UIC permit required under the Safe Drinking Water Act under two conditions. First the state's program must have been granted primacy. Second, the USEPA must have granted, upon request by the state, an aquifer exemption. The USEPA may delay or decline to process the state's application if the USEPA questions the state's jurisdiction over the mine site.

Texas has been granted primacy for its UIC programs, and the Texas Commission for Environmental Quality administers UIC permits. The Texas Commission for Environmental Quality also regulates air quality and surface deposition or discharge of treated wastewater associated with the in situ leach mining process.

New Mexico has also been granted primacy for its program. The Navajo Nation has been determined eligible for treatment as a state, but it has not requested the grant of primacy from the USEPA. Until the Navajo Nation has been granted primacy, in situ leach uranium mining activities within Navajo Nation jurisdiction will require UIC permit from the USEPA. Despite some procedural differences, the substantive requirements of the Texas, New Mexico and USEPA underground injection control programs are very similar.

Properties located in Indian Country and where status as Indian Country is in dispute remain subject to the jurisdiction of the USEPA. Some of our properties are located in areas that are Indian Country. In others, the status is in dispute. For these properties we are a bystander in a dispute between New Mexico regulators and the USEPA.

See "PROPERTIES" AND "LEGAL PROCEEDINGS" for a description of the status of our UIC permits in Texas and New Mexico.

Other. In addition to radioactive material licenses and underground injection control permit, we are also required to obtain from governmental authorities a number of other permits or exemptions, such as for waste water discharge, for land application of treated waste water, and for air emissions.

In order for a licensee to receive final release from further radioactive material license obligations after all of its mining and post-mining clean-up have been completed, approval must be issued by the Texas Department of Health along with concurrence from the United States Nuclear Regulatory Commission.

In addition to the costs and responsibilities associated with obtaining and maintaining permits and the regulation of production activities, we are subject to environmental laws and regulations applicable to the ownership and operation of real property in general, including but not limited to the potential responsibility for the activities of prior owners and operators.

The current environmental regulatory program for the in situ leach industry is well established. Many in situ leach mines have gone full cycle without any significant environmental impact. However, the public anti-nuclear lobby can make environmental permitting difficult and timing unpredictable.

Reclamation and Restoration Costs and Bonding Requirements

At the conclusion of mining, a mine site is decommissioned and decontaminated, and each wellfield is restored and reclaimed. Restoration involves returning the aquifer to its pre-mining use and removing evidence of surface disturbance. Restoration can be accomplished by flushing the ore zone with native ground water or using reverse osmosis to remove ions, minerals and salts to provide clean water for reinjection to flush the ore zone. Decommissioning and decontamination entails dismantling and removing the structures, equipment and materials used at the site during the mining and restoration activities.

We have surety bonds posted with the state of Texas of about $2.8 million, which related primarily to our operations at Kingsville Dome and Rosita, and we have deposited about $401,000 as cash collateral for such bonds. We are obligated by agreement with the bonding company to increase the cash collateral to an amount equal to 50% of the amount of the bonds, plus an additional $0.50 for each pound of uranium produced until the account accumulates an additional $1.0 million.

We estimate that our actual reclamation liabilities for completed operations at Kingsville Dome and Rosita at December 31, 2003 are about $4.3 million of which the present value amount of $3.3 million is recorded as a liability at this date. Under an agreement reached on March 1, 2004, with the Texas regulatory agencies and our bonding company we agreed to fund ongoing groundwater restoration at the Kingsville Dome and Rosita mine sites at specified treatment rates, utilizing a portion of our cash flow from sales of uranium from the Vasquez site as a substitute for additional bonding.

These financial surety obligations are reviewed and revised periodically by the Texas regulators. See "LEGAL PROCEEDINGS."

We expect to be required to post a surety bond of about $.9 million prior to the commencement of mining of the Vasquez project and that all or a major portion will need to be collateralized by cash.

In New Mexico, surety bonding will be required before commencement of mining. The amount of the surety bond will be subject to annual review and revision by the United States Nuclear Regulatory Commission and the State of New Mexico or the USEPA.

Water Rights

Water is essential to the in situ leach process. It is readily available in South Texas. In Texas water is subject to capture, and we do not have to acquire water rights through a state administrative process. In New Mexico water rights are administered through the New Mexico State Engineer and can be subject to Indian tribal jurisdictional claims. New water rights or changes in purpose or place of use or points of diversion of existing water rights, such as those in the San Juan and Gallup Basins where our properties are located, must be obtained by permit from the State Engineer. Applications may be approved subject to conditions that govern exercise of the water rights.

Jurisdiction over water rights becomes an issue in New Mexico when an Indian nation, such as the Navajo Nation, objects to the State Engineer's authority and claims tribal jurisdiction over Indian Country. This issue may result in litigation between the Indian nation and the state, which may delay action on water right applications, and can require applications to the appropriate Indian nation and continuing jurisdiction by the Indian nation over use of the water. The foregoing issues arise in connection with certain of our New Mexico properties.

In New Mexico, we hold approved water rights to provide sufficient water to conduct mining at the Churchrock project for the projected life of the mine. We also hold three unprotested senior water rights applications that, when approved, would provide sufficient water for the projected life of the Crownpoint project. The water rights for the Crownpoint project are in the review process by the New Mexico State Engineer Offices. We cannot estimate the timing of the completion of such review but do expect a favorable result once the review is completed.

Competition

We market uranium to utilities in direct competition with supplies available from various sources worldwide. The Company competes primarily based on price.

Item 2. Description of Properties

South Texas

Kingsville Dome

The Property. The Kingsville Dome property consists of mineral leases from private landowners on about 2,354 gross and net acres located in central Kleberg County, Texas. The leases provide for royalties based upon a percentage of uranium sales of 6.25%. The leases have expiration dates ranging from 2000 to 2007. With a few minor exceptions, all the leases contain clauses that permit us to extend the leases not held by production by payment of a per acre royalty ranging from $10 to $30. We have paid such royalties on all material acreage.

Production History. Initial production commenced in May 1988. Since then we have produced a total of 3.5 million pounds. Production was stopped July 1999 because of depressed uranium prices.

Further Development Potential. We believe that there is a significant quantity of uranium remaining at Kingsville Dome. We spent about $79,000 in capital expenditures in 2003. We expect to spend $300,000-$400,000 in 2004 for upgrading our Kingsville Dome plant and facilities to accommodate processing of production from the Vasquez project and for land holding costs for Kingsville Dome.

Permitting Status. A radioactive material license and underground injection control permit have been issued. As new areas are proposed for production, additional authorizations under the area permit are required. Our Production Area Authorization #3 is being reviewed by the Texas Commission for Environmental Quality. See "LEGAL PROCEEDINGS." The term of the license and underground injection control permit is open-ended.

Restoration and Reclamation. During 2003, we conducted restoration activities as required by the permits and licenses on this project. Approximately $21,000 of such activity was funded under the Restoration Agreement. We spent about $283,000 in restoration costs at Kingsville Dome in 2002 that were funded under the Restoration Agreement.

Rosita

Only minor amounts of uranium remain at this property, and we have no current plans to mine it. We are conducting restoration and reclamation, of which $32,000 was funded during 2003 under the Restoration Agreement and $277,000 was funded during 2002 under the Restoration Agreement.

Vasquez

The Property. We have a mineral lease on 842 gross and net acres located in southwestern Duval County, in South Texas. The term expires in February 2008. The lease provide for royalties based upon 6.25% of uranium sales.

Development Plan. We anticipate commencing mining operations on this property in July 2004, assuming we are able to raise capital of about $5.2 million for construction, development and financial surety needs.

Permitting Status. All of the required permits for this property to begin production have been received.

New Mexico Properties

General. We have various interests in properties located in New Mexico. We have patented and unpatented mining claims, mineral leases and some surface leases. We have spent $10.7 million to date on permitting for New Mexico. Additional expenditures will be required and could be material. We are unable to estimate the amount. We expect that whatever is spent will occur over multiple years. See "LEGAL PROCEEDINGS" for a discussion of the current status of our license for New Mexico.

Churchrock

The Property. The Churchrock project encompasses about 2,200 gross and net acres. The properties are located in McKinley County, New Mexico and consist of three parcels, known as Section 8, Section 17 and Mancos. None of these parcels lies within the area generally recognized as constituting the Navajo Reservation. We own the mineral estate in fee for both Sections 17 and the Mancos properties. We own patented mining claims on Section 8.

The surface estate on Section 17 is owned by the United States Government and held in trust for the Navajo Nation. We have royalty obligations ranging from 5% to 6¹/4% and also a 2% override royalty obligation to the Navajo Nation for surface use agreements.

Development Plan. We anticipate that Churchrock will be the first of our New Mexico properties we will develop. We spent about $22,000 in 2003 for permitting activities and land holding costs. We do not anticipate significant spending in 2004.

Water Rights. The State Engineer approved our water rights application in October 1999 and granted us sufficient water rights for the life of Churchrock.

Permitting Status. We have the radioactive material license for Section 8. This license is subject to the continuing proceedings described under "LEGAL PROCEEDINGS." With respect to the UIC permits, see "LEGAL PROCEEDINGS." We do not plan to pursue permits for Mancos at this time.

Crownpoint

The Property. The Crownpoint properties are located in the San Juan Basin, 22 miles northeast of our Churchrock deposits and 35 miles northeast of Gallup, New Mexico, adjacent to the town of Crownpoint. The Properties consist of 619 gross 521.8 net acres. We are currently in negotiations for a lease on a 60% mineral interest in certain of the acreage.

Development Plan. We spent about $27,000 in 2003 for permitting activities and land holding costs. We do not anticipate significant spending in 2004.

Water Rights. We have three pending applications for appropriations of water which give us the first three "positions in line" on the hearings list for the San Juan Basin. Certain of the water rights may involve a claim of jurisdiction by the Navajo Nation.

Permitting Status. See "LEGAL PROCEEDINGS" for a discussion of the radioactive material license for Crownpoint. The surface estate on Section 19 and 29 is owned by the United States Government and held in trust for the Navajo Nation and may be subject to the same jurisdictional dispute with respect to the UIC permit as for Section 8 and 17 in Churchrock.

Unit I Property

In 2003 we dropped the leases on Unit I, and we expect to be able to re-sign the leases in the future.

West Largo and Roca Honda

In March 1997 we acquired the fee interest in 177,000 acres in northwestern New Mexico. Several significant occurrences of uranium mineralization are know to be within this acreage including a uranium mineralized property called the West Largo and a uranium mineralized property called the Rocha Honda. Significant uranium exploration was conducted by other companies on these properties in the past and we own the result of these past drilling and exploration programs.

The West Largo property is about 21 miles north of the town of Milan and about 1.5 miles west of State Highway 509 in McKinley County, New Mexico. The property lies about 3 miles to the northwest of the Ambrosia Lake District, a major producer of uranium by means of underground operations from the late 1950s to the early 1980s.

The Rocha Honda property lies about 4 miles northwest of the town of San Mateo in McKinley County, New Mexico. We also own 36 unpatented mining claims encompassing approximately 640 acres that are adjacent to the fee land.

Insurance

Our property is covered by various types of insurance including property and casualty, liability and umbrella coverage. We have not experienced any material uninsured or under insured losses related to our properties in the past and believe that sufficient insurance coverage is in place so future losses if sustained would not be material.

Reclaimed Properties

We have completed production and groundwater restoration on our Benavides and Longoria projects in South Texas. We completed the final stages of surface reclamation on these projects and received full and final release for these sites in 1999.

We acquired the Section 17 leases in the New Mexico Churchrock district from United Nuclear Corporation. It had conducted underground mining for uranium on Section 17 and had reclaimed these properties. In the acquisition, we assumed any liability of United Nuclear Corporation for any remaining remediation work that might be required. The New Mexico Energy Minerals and Natural Resources Department has not determined what, if any, additional remediation will be required under the New Mexico Mining Act. If more remediation work is required, we believe it will not involve material expenditures.

Item 3. Legal Proceedings

New Mexico Radioactive Material License.

In New Mexico, uranium production requires a radioactive material license issued by the United States Nuclear Regulatory Commission. We applied for one license covering almost all properties located in both the Churchrock and Crownpoint districts. The Commission issued an operating license in January 1998 that would allow operations to begin in the Churchrock district. In mid-1998, the Commission determined that certain Churchrock and Crownpoint residents who requested a hearing had standing to raise certain objections to the license. An Administrative Law Judge conducted a hearing during 1999. The law judge upheld the license and granted our request to defer any dispute on all but the Churchrock property until we made a decision whether to mine these other properties.

The ruling was appealed to the Commission. On January 31, 2000 the Commission issued an order concurring with the technical, substantive and legal findings of the Administrative Law Judge, but the Commission also determined that we must proceed with the hearing process for the other New Mexico properties beyond Churchrock.

In February of 2004, the Administrative Law Judge issued an order in which he concluded that we must make three specific changes to our submitted restoration action plan in order to commence mining operations at Churchrock. We have petitioned the Commission for review of the order. The Administrative Law Judge also has indicated that he wishes to continue briefing relevant issues on the remaining three mining sites and complete the hearing process. A status report was submitted to the Administrative Law Judge on March 26, 2004 and a scheduling order for briefing from the Judge will follow. Although the decisions to date have been favorable, there can be no assurance that the license will be maintained in its current form.

New Mexico UIC Permit.

The State of New Mexico, the USEPA and the Navajo Nation are engaged in a jurisdictional dispute as to which of them has authority to issue the Underground Injection Control program permits required to mine a portion of our Churchrock and Crownpoint properties. The dispute was taken to the Tenth Circuit Court of Appeals, which in January, 2000 decided in favor of USEPA jurisdiction and remanded the matter to USEPA for further proceedings. We are now evaluating when and how to request USEPA action on the matter.

Kingsville Dome Production Area 3

We are involved in a dispute with certain intervenors over whether a hearing is required for a new production area within the boundary of our approved permit area at Kingsville Dome. In the first quarter of 2000 the District Court of Travis County, Texas ruled that the Texas Natural Resource Conservation Commission's (now renamed the Texas Commission on Environmental Quality or TCEQ) decision to approve our third production area without granting a hearing to certain intervenors would require further review by that regulatory agency. In order to expedite the process, URI has requested a public hearing to avoid further litigation on the point.

Vasquez Litigation

On March 22, 2004, the lawsuit over the validity of our leases at our Vasquez property in Duval County, Texas, was settled. The Court of Appeals for the Fourth District in San Antonio, Texas affirmed the decision of the trial court on summary judgment that our leases were in full force and effect and awarding us our attorney's fees. The landowners and the intervenor have decided not to pursue the matter further and have accepted the judgment of the Court of Appeals. The landowners have also agreed to a new lease on the property extending the term of the lease to February 2008, in exchange for which the Company has agreed to forego the award of attorneys fees.

Texas Department of Health Bonding Issues

On January 16, 2002 the Texas Department of Health requested that we post additional financial security in the amount of $3.5 million and threatened enforcement action if we failed to do so. We objected to the request. After consultation with the Department and several interim extensions, on March 1, 2004 we entered into a Restoration Performance Agreement with the Texas Department of Health, the Texas Commission for Environmental Quality and United States Fidelity and Guaranty Insurance Company that resolves the bonding issues. Through the Restoration Performance Agreement we agreed to fund ongoing groundwater restoration at the Kingsville Dome and Rosita mine sites at specified treatment rates, utilizing a portion of our cash flow from sales of uranium from the Vasquez site as a substitute for additional bonding.

Other

The Company is subject to periodic inspection by certain regulatory agencies for the purpose of determining compliance by the Company with the conditions of its licenses. In the ordinary course of business, minor violations may occur; however, these are not expected to cause material expenditures.

Item 4. Submission of Matters to a Vote of Security Holders

On January 14, 2004 our shareholders approved by consent action an amendment to our Restated Certificate of Incorporation to increase our authorized shares of common stock from 100 million shares to 200 million shares. We solicited proxies in connection with this action. The action was approved by more than a majority of the outstanding shares of Common Stock, with 41,724,439 shares voting in favor, 6,850 shares voting against and 0 shares abstaining.

CAUTIONARY STATEMENTS

The factors identified below are important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company. Where any such forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while we believe such assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending upon the circumstances. Where, in any forward-looking statement, the Company, or its management, expresses an expectation or belief as to the future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result, or be achieved or accomplished. Taking into account the foregoing, the following are identified as important risk factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.

We will not be able to implement our plan of mining the Vasquez property if we cannot raise $5.2 million in equity.

In order to implement our plan to mine the Vasquez property, we must raise $5.2 million. We are actively seeking these funds. There can be no guarantee that we will be able to raise these funds.

Our ability to mine other properties after the Vasquez property is dependant on our ability to raise the necessary capital to do development drilling and finance the necessary infrastructure.

Assuming we are able to mine the Vasquez property successfully, our plans call for mining the Kingsville Dome property next. This will require a significant amount of additional capital, which we intend to finance through the incurrence of debt. Our ability to do so will depend on the price of uranium remaining high and our ability to procure contracts for the sale of the uranium.

Our inability to obtain bonding would threaten our ability to continue in business.

Before we can commence operations at the Vasquez property we must post an additional $.9 million in bonds for such costs with the state of Texas, and we have no commitment from our bonding company to post such a bond without 100% cash collateral. See "LEGAL PROCEEDINGS."

On January 16, 2002 the Texas Department of Health requested that we post additional financial security in the amount of $3.5 million. After consultation with the Department and several interim extensions, on March 1, 2004 we entered into a Restoration Performance Agreement with the Texas Department of Health, the Texas Commission for Environmental Quality and United States Fidelity and Guaranty Insurance Company that resolves the bonding issues. We agreed to fund ongoing groundwater restoration at the Kingsville Dome and Rosita mine sites at specified treatment rates, utilizing a portion of our cash flow from sales of uranium from the Vasquez site as a substitute for additional bonding.

We anticipate that our future bonding requirements will increase significantly when future development and production occurs at our sites in Texas and New Mexico. The amount of the surety for each producing property is subject to annual review and revision by regulators.

More stringent federal and state regulations could adversely affect our business.

If we are unable to obtain or maintain permits or water rights for development of our properties or otherwise fail to adequately manage future environmental issues, our operations could be materially and adversely affected. We have expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements and we anticipate that we will be required to continue to do so in the future. Although we believe our properties comply in all material respects with all relevant permits, licenses and regulations pertaining to worker health and safety as well as those pertaining to the environment, the historical trend toward stricter environmental regulation may continue.

The volatility of uranium prices makes our business uncertain.

The volatility of uranium prices makes long-range planning uncertain and raising capital difficult. The price of uranium is affected by numerous factors beyond our control, including the demand for nuclear power, political and economic conditions, and legislation and production and costs of production of our competitors.

The only market for uranium is nuclear power plants, and there are only a few customers.

We are dependent on a small number of electric utilities that buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly-produced uranium by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business.

The price of alternative energy sources affects the demand for and price of uranium.

Lower prices of oil, gas, coal and hydro-electricity and the possibility of developing other low cost sources for energy, have made and could continue to make nuclear power a less attractive fuel to generate electricity, thus resulting in lower demand for uranium. Maintaining the demand for uranium at current levels and future growth in demand will depend upon acceptance of nuclear technology as a means of generating electricity.

Public acceptance of nuclear energy is uncertain.

Lack of public acceptance of nuclear technology would adversely affect the demand for nuclear power and increase the regulation of the nuclear power industry.

Because we have limited capital, inherent mining risks pose a significant threat to us.

Because we are small with limited capital, we are unable to withstand significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial accidents, flooding, interruptions due to weather conditions and other acts of nature. Such risks could result in damage to or destruction of our wellfield infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability.

Our inability to obtain insurance would threaten our ability to continue in business.

We currently have liability and property damage insurance that we believe is adequate. However, the insurance industry is undergoing change and premiums are being increased. If premiums should increase to a level we cannot afford, we could not continue in business.

If we cannot add additional reserves to replace production in the future, we would not be able to remain in business.

Our future uranium production, cash flow and income are dependent upon our ability to mine our current properties and acquire and develop additional reserves. Reserves at our producing sites were depleted in 1999, although there is the potential for developing additional wellfields at Kingsville Dome. There can be no assurance that our properties will be placed into production or that we will be able to continue to find and develop or acquire additional reserves.

Competition from better capitalized companies impacts prices and our ability to acquire properties, capital and personnel.

The amount of uranium produced by competitors or imported into the United States has a material impact on uranium prices. There is global competition for uranium properties, capital, customers and the employment and retention or qualified personnel. In the production and marketing of uranium there are about 15 major producing entities, some of which are government controlled and all of which are significantly larger and better capitalized than we are. We also compete with uranium recovered from the de-enrichment of highly enriched uranium obtained from the dismantlement of United States and Russian nuclear weapons and imports to the United States of uranium from the former Soviet Union.

Over 50% of our shares of Common Stock is Controlled by Principal Shareholders and Management

As set forth under "PRINCIPAL STOCKHOLDERS" over 50% of our Common Stock is controlled by four stockholders of record. In addition, our directors and officers are the beneficial owners of about 7% of our Common Stock. This includes with respect to both groups shares that may be purchased upon the exercise of outstanding warrants and options. Such ownership by the Company's principal shareholders, executive officers and directors may have the effect of delaying, deferring, preventing or facilitating a change in control of the Company.

The availability for sale of a large amount of shares may depress the market price for our Common Stock.

The Company has 88,574,193 shares of Common Stock currently outstanding, of which 33% or 29,016,564 shares is owned by non-affiliates of the Company and is freely transferable. Of the balance we believe that 40,312,629 shares are transferable subject to compliance with the provisions of Rule 144 under the Securities Act of 1933, as amended. Shares issued in private placements in April 2003 (4,375,000 shares), October 2003 (8,120,000 shares), January 2004 (3,500,000 shares) and February 2004 (3,250,000 shares) become transferable on the anniversary of their issuance, subject to compliance with the provisions of Rule 144 under the Securities Act of 1933, as amended. The availability for sale of

such a large amount of shares may depress the market price for our common stock and impair our ability to raise additional capital through the public sale of common stock. The Company has no arrangement with any of the holders of the foregoing shares to address the possible effect on the price of the Company's Common Stock of the sale by them of their shares.

GLOSSARY OF CERTAIN URANIUM INDUSTRY TERMS

claim		A claim is a tract of land, the right to mine of which is held under the federal General Mining Law of 1872 and applicable local laws.
concentrates		A product from a uranium mining and milling facility, which is commonly referred to as uranium concentrate or U₃O₈.
conversion		A process whereby uranium concentrates are converted into forms suitable for use as fuel in commercial nuclear reactors.
cut-off grade		Cut-off grade is determined by the following formula parameters: estimates over the relevant period of mining costs, ore treatment costs, general and administrative costs, refining costs, royalty expenses, process and refining recovery rates and uranium prices.
gross acres		Total acres under which we have mineral rights and can mine for uranium.
Indian Country		A term derived from jurisdictional determinations in criminal law enforcement proceedings under 18 U.S.C. § 1151 and understood to encompass territory situated within Indian reservations, land owned by Indian allottees and land within a dependent Indian community.
lixiviant		When used in connection with uranium in situ leach mining, a solution that is pumped into a permeable uranium ore body to dissolve uranium in order that a uranium solution can be pumped from production wells.
mineralized material		A mineralized body which has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average. Such a deposit does not qualify as a reserve, until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal and economic feasibility.
net acres		Actual acres under lease which may differ from gross acres when fractional mineral interests are not leased.
ore		Naturally occurring material from which a mineral or minerals of economic value can be extracted at a reasonable profit.
over feeding		Operating enrichment plants in a manner that reduces plant operating costs but increases the amount of uranium required to produce a given quantity of enriched uranium.
probable reserves		Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

proven reserves		Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
reclamation		Reclamation involves the returning of the surface area of the mining and wellfield operating areas to a condition similar to pre-mining.
recoverable reserves		Reserves that are either proven or probable, are physically minable, and can be profitably recovered under conditions specified at the time of the appraisal, based on a positive feasibility study. The calculation of minable reserves is adjusted for potential mining recovery and dilution.
reserve		That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
restoration		Restoration involves returning an aquifer to a condition consistent with our pre-mining use and removing evidences of surface disturbance. The restoration of wellfield can be accomplished by flushing the ore zone with native ground water and/or using reverse osmosis to remove ions to provide clean water for reinjection to flush the ore zone.
resources		A resource is a concentration of naturally occurring minerals in such a form that economic extraction is potentially feasible.
roll front		The configuration of sedimentary uranium ore bodies as they appear within the host sand. A term that depicts an elongate uranium ore mass that is "C" shaped.
shut in		A term that refers to ceasing production or the absence of production.
shut-in royalty		A lease clause permitting the extension of a lease not held by production by payment of a per acre royalty.
slurry		Fine particles of uranium concentrated and suspended in water.
spot price		The price at which uranium may be purchased for delivery within one year.
surety obligations		A bond, letter of credit, or financial guarantee posted by a party in favor of a beneficiary to ensure the performance of its or another party's obligations, e.g., reclamation bonds, workers' compensation bond, or guarantees of debt instruments.
tailings		Waste material from a mineral processing mill after the metals and minerals of a commercial nature have been extracted; or that portion of the ore which remains after the valuable minerals have been extracted.
Trade Tech		A Denver-based publisher of information for the nuclear fuel industry; the successor to the information services business of Nuexco.
uranium or uranium concentrates		U₃O₈, or triuranium octoxide.
U₃O₈		Triuranium octoxide equivalent contained in uranium concentrates, referred to as uranium concentrate.
waste		Barren rock in a mine, or uranium in a rock formation that is too low in grade to be mined and milled at a profit.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

From November 14, 2000 until August 22, 2001 we were quoted on the Pink Sheets. From August 22, 2001 until June 24, 2003 we were quoted on the OTCBB. Since June 25, 2003 we have been quoted on the Pink Sheets.

The following table sets forth the high and low sales prices for the Common Stock as reported on the applicable markets for the periods indicated:

	Common Stock
Fiscal Quarter Ending	Common Stock
Fiscal Quarter Ending	High		Low
December 31, 2003	$	0.27	0.12
September 30, 2003		0.29	0.02
June 30, 2003		0.10	0.035
March 31, 2003		0.08	0.04
December 31, 2002		0.12	0.035
September 30, 2002		0.13	0.09
June 30, 2002		0.18	0.09
March 31,2002		0.17	0.09

As of December 31, 2003, we had 81,824,193 shares of Common Stock outstanding. On that date there were 201 holders of record.

We have never paid any cash or other dividends on our Common Stock, and we do not anticipate paying dividends for the foreseeable future.

Recent Sales of Unregistered Securities

In October 2003 we sold 8,120,000 shares of common stock at $0.05 per share (an aggregate of $406,000) in a transaction not involving a public offering under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D thereunder to a limited number of accredited investors.

In January and February 2004 we sold 3,500,000 and 3,250,000 shares of common stock respectively at $0.10 per share (an aggregate of $675,000) in a transaction not involving a public offering under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D thereunder to a limited number of accredited investors.

Dividends

The Company did not declare or pay any cash or other dividends on its Common Stock during the years ending December 31, 2003 or 2002. The Company does not anticipate paying dividends for the foreseeable future.

Item 6. Management's Discussion and Analysis or Plan of Operation

Plan of Operation and Liquidity

of Texas and our bonding company that allowed us access to approximately $3.2 million that had been pledged to secure restoration bonds (the "Restoration Agreement").

Since 2000, uranium prices have increased from a low of $7.10 per pound to $17.50 as of March 22, 2004. With the final resolution of the Vasquez lawsuit (see "LEGAL PROCEEDINGS"), we now plan to go forward with the development and mining of that property upon the raising of the required capital necessary for the requisite bonding, surface production facilities and injection and production wells. We project that we will need $5.2 million, and we anticipate raising these funds through the issuance of common stock. Of this total, $2.9 million will be utilized for wellfield and plant capital and $0.9 million will be for initial cash bonding requirements. The balance, or $1.4 million, will be utilized for product operating costs and overheads until the resultant uranium product is available for inventory financing prior to its sale. The Company will require an inventory financing capability of approximately $2.2 million. We are actively seeking financing for the foregoing. Ultimate cash bonding requirements will amount to a projected $2.8 million, the majority of the collateral for which we anticipate will be funded via the proceeds from operations. It is projected that the Company employment level will increase from the current 12 employees in March 2004 to 33 when the Vasquez project is in full operation.

Off-Balance Sheet Arrangements

United States Fidelity and Guaranty Company ("USF&G") has issued performance bonds on our behalf to secure our future restoration and reclamation obligations as required by the State of Texas regulatory agencies. The amounts of these bonds were $2,900,000 at December 31, 2002 and $2,800,000 at December 31, 2003 and March 18, 2004. We have deposited about $401,000 as cash collateral for these bonds. In the event that USF&G is required to perform under the bonds, we would be obligated to pay USF&G for its expenditures in excess of the collateral.

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to the consolidated financial statements included on page F-8 of this Annual Report on Form 10-KSB. We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs.

Specifically regarding our uranium properties, significant estimates were utilized in determining the carrying value of these assets. These assets have been recorded at their estimated net realizable value for impairment purposes on a liquidation basis, which is less than our cost. The actual value realized from these assets may vary significantly from these estimates based upon market conditions, financing availability and other factors.

Regarding our reserve for future restoration and reclamation costs, significant estimates were utilized in determining the future costs to complete groundwater restoration and surface reclamation at our mine sites. The actual cost to conduct these activities may vary significantly from these estimates.

Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Impact of Recent Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board ("FASB") issued Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities ("FAS 149"). FAS 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under FAS 133, Accounting for Derivative Instruments and Hedging Activities. FAS 149 is generally effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of this statement did not have an impact on the Company's results of operations or financial position at December 31, 2003.

In May 2003, the FASB issued Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("FAS 150"). FAS 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. FAS 150 is effective for all financial instruments entered into or modified after May 31, 2003. The adoption of FAS 150 did not have an impact on the Company's results of operations or financial position at December 31, 2003.

Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations ("FAS 143") which establishes an accounting standard requiring the recording of the fair value of liabilities associated with the retirement of long-lived assets in the period in which they are incurred. As a result of the adoption of this statement, the Company adjusted the liability recorded for the estimated future restoration and reclamation costs for the Kingsville Dome and Rosita projects to the net present value of the projected costs at these sites. The Company recorded a net decrease in the long-term liability of $1,447,070 at January 1, 2003.

The Company had previously recorded the undiscounted future estimated restoration costs as an expense. Under FAS 143, future restoration liabilities are usually added to the carrying value of the related asset but the Company has recorded them to expense because the associated properties have been fully impaired. Under FAS 143 the present value of the restoration costs are recorded instead of the undiscounted amount. The difference between the present value and the undiscounted amounts of $1,447,000 as of December 31, 2002 appears in the Consolidated Statement of Operations as a cumulative effect of change in accounting principal. Such amount will be recorded as a charge against earnings as accretion expense over the next several years. The estimated accretion expense for the change in the present value of the estimated liability recorded for 2003 was ($338,000).

Effective January 1, 2003 the Company adopted the FASB issued Statements of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 provides financial accounting and reporting guidance for costs associated with exit or disposal activities, including one-time termination benefits, contract termination costs other than for a capital lease, and costs to consolidate facilities or relocate employees. This statement is effective for exit or disposal activities that are initiated after December 31, 2002. Adoption of the standard had no current impact on the Company's earnings or financial position

In December 2002, the FASB issued FAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement 123, ("FAS 148"). FAS 148 amends

FAS 123 to provide alternative transition methods for an entity's voluntary change in its accounting for stock-based compensation from the intrinsic method to the fair value method under FAS 123. In addition, FAS No. 148 amends the disclosure requirements of FAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company currently plans to continue to account for its stock-based compensation using the intrinsic value method as prescribed by APB No. 25 and will comply with the quarterly disclosure requirements in 2004.

Evaluation of Internal and Disclosure Controls

The management of the company has evaluated the effectiveness of our disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (evaluation date) and has concluded that the disclosure controls and procedures are adequate and effective based upon their evaluation as of the evaluation date.

There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Item 7. Financial Statements

The information called for by this item appears on pages F-1 through F-22.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance with Section 16(a) of the Exchange Act

Directors

The Board of Directors consists of the three individuals listed below who hold office until the next annual meeting of stockholders and until their successors are elected and qualified. Directors are elected by plurality vote. Rudolf J. Mueller served as a director from June 2001 to September 2003. He resigned as a director on September 24, 2003.

Name	Age	Positions and Offices
Paul K. Willmott	64	Chairman, Chief Executive Officer, President and Director
Leland O. Erdahl	75	Director and Chairman of Audit Committee
George R. Ireland	47	Director and Member of Audit Committee

Paul K. Willmott has served as a director since August 1994, as President since February 1995 and as Chairman of the Board and Chief Executive Officer since July 31, 1995. Mr. Willmott served as our Chief Financial Officer from April 12, 1995 to September 25, 1995. Mr. Willmott retired from Union Carbide Corporation ("Union Carbide") where he was involved for 25 years in the finance and operation of Union Carbide's world-wide mining and metals business. Most recently, Mr. Willmott was President of UMETCO Minerals Corporation, a wholly owned subsidiary of Union Carbide, from 1987 to 1991, where he was responsible for Union Carbide's uranium and vanadium businesses. From January 1993 until February 1995, Mr. Willmott was engaged by the Concord Mining Unit as a senior vice president where he was primarily involved in the acquisition of UMETCO Minerals Corporation's uranium and vanadium operating assets. Mr. Willmott graduated from Michigan Technological University with a Bachelor of Science degree in Mining in 1964 and a Bachelor of Science Degree in Engineering Administration in 1967. He has been an active member of the American Institute of Mining Engineers, the Canadian Institute of Mining Engineers and a number of state professional organizations.

Leland O. Erdahl has served as a director since July 11, 1994. From 1986 to 1991, Mr. Erdahl served as President and Chief Executive Officer for Stolar, Inc., a high-tech company involved in the radio wave imaging of geologic media and underground radio transmission for voice and data. He was President and CEO of Albuquerque Uranium Corporation, a uranium mining company, from 1987 to 1991 and served as Vice President of AMAX Gold in 1997 and 1998. From January 2001 to September 14, 2001 Mr. Erdahl served as President of Nord Pacific Limited, a mining company with gold and copper interests in Australia and Papau, New Guinea. He is a Certified Public Accountant and is a graduate from the College of Santa Fe. He is currently a director of Canyon Resources Corporation (a mining company whose primary business is the discovery and production of precious metals). Mr. Erdahl also serves on the compensation committee of Canyon Resources Corporation.

George R. Ireland has served as a director since May 25, 1995. Mr. Ireland is a General Partner in Ring Partners, LLC, a private investment partnership. From February 1991 to February 2000, Mr. Ireland was a financial analyst for and a partner in Knott Partners L.P., a private investment partnership. Mr. Ireland specialized in investing in securities of natural resource and other basic industrial companies, both domestically and abroad. From 1987 to 1991, he was a Vice President of Fulcrum Management, Inc., (a natural resource venture capital management company) which was the manager of the VenturesTrident Limited Partnerships, (venture capital funds dedicated to investing in the mining industry), and Senior Vice President and Chief Financial Officer of MinVen Gold

Corporation, a company in which the VenturesTrident funds had a significant investment. Mr. Ireland graduated from the University of Michigan with degrees in Geology and Resource Economics. He also attended the Graduate School of Business Administration of New York University. Mr. Ireland is a director of Merrill & Ring, Inc., a private land and timber holding company in the state of Washington. Mr. Ireland acted as a consultant to Ryback Management Corporation (a registered investment adviser) and performed due diligence on us in connection with Ryback's loan of $6 million to us on behalf of members of the Lindner Group in 1995. Mr. Ireland is not otherwise affiliated with the Lindner Group or Ryback.

Arrangements Regarding Election of Directors

There are no arrangements regarding the election of directors.

Other Executive Officers

The executive officers serve at the discretion of the Board of Directors and are subject to annual appointment by the Board at its first meeting following the Annual Meeting of the Stockholders. The officers hold office until their successors are appointed by the Board of Directors. All officers are employed on a full-time basis. There is no family relationship between any director and executive officer.

The following table sets forth certain information concerning executive officers that are not also directors:

Name	Age	Positions and Offices
Richard A. Van Horn	57	Senior Vice President—Operations
Thomas H. Ehrlich	44	Vice President, Chief Financial Officer, Secretary and Treasurer
Mark S. Pelizza	51	Vice President—Health, Safety and Environmental Affairs and President—Hydro Resources, Inc.

The following sets forth certain information concerning the business experience of the foregoing executive officers during the past five years.

Richard A. Van Horn joined us in March 1997 and assumed the position of Senior Vice President of Operations on April 1, 1997. Previously, he spent three years with Energy Fuels Nuclear, Inc. as General Manager—Colorado Plateau Operations with responsibility for the daily management of and planning for Energy Fuels Nuclear, Inc. mining activities on the Colorado Plateau. Before his work at Energy Fuels Nuclear, Inc., Mr. Van Horn spent eighteen years with Union Carbide Corporation where he was involved with the finance and operation of that company's worldwide mining and metals business. From 1990 to 1994, Mr. Van Horn was Director of Operations of UMETCO Minerals Corporation, a wholly owned subsidiary of Union Carbide Corporation, responsible for all operating aspects of UMETCO's uranium and vanadium business on the Colorado Plateau prior to its sale to Energy Fuels Nuclear, Inc. Mr. Van Horn graduated from the Colorado School of Mines with a Engineer of Mines degree in mining in 1973.

Thomas H. Ehrlich, a certified public accountant, rejoined us in September 1995 as Vice President and Chief Financial Officer and was appointed Secretary and Treasurer in December 1995. Immediately before that, Mr. Ehrlich spent nine months as a Division Controller with Affiliated Computer Services, Inc., an information technology services provider in Dallas, Texas. Mr. Ehrlich originally joined us in November 1987 as Controller—Public Reporting and was promoted to Controller and Chief Accounting Officer in February 1990. In February 1993, Mr. Ehrlich assumed the additional

duties of Vice President and Secretary. Before joining us, he spent four years with Deloitte Haskins & Sells and worked primarily with clients that were publicly held companies. Prior to his work at Deloitte Haskins & Sells, he spent three years in various accounting duties at Enserch Exploration, Inc., an oil and gas company in Dallas, Texas. Mr. Ehrlich received his B.S. B.A. degree in Accounting from Bryant College in 1981.

Mark S. Pelizza has served as our Environmental Manager since 1980, and as such, he has been responsible for all environmental regulatory activities. In February 1996, he was appointed Vice President—Health, Safety and Environmental Affairs. In November 1999, he was appointed President and a Director of Hydro Resources, Inc., a wholly owned subsidiary. Before joining us, he was employed for two years by Union Carbide as an Environmental Planning Engineer at Union Carbide's Palangana solution mining plant in South Texas. Mr. Pelizza received a M.S. degree in Engineering Geology from Colorado School of Mines in 1978 and a B.S. degree in Geology from Fort Lewis College in 1974.

Code of Ethics for Senior Financial Officers

In March 2004, we adopted a Code of Ethics for Senior Financial Officers including the Company's chief executive officer, chief financial officer, controller, treasurer, and chief internal auditor, if any ("Code of Ethics"). A copy of the Code of ethics will be furnished without charge upon request to our Vice President and Chief Financial Officer at the Company's principal executive offices.

Audit Committee—Financial Expert and Independence

The Company's Board of Directors have reviewed the qualifications of those serving on our audit committee and have determined that we have at least one audit committee financial expert serving on our audit committee. Mr. Leland O. Erdahl has been designated as our audit committee financial expert. Mr. Erdahl serves as chairman of the audit committee and is independent of the management of the Company. Mr. Erdahl is a certified public accountant and has served on audit committees of other public companies as a member and, in several cases, as chairman.

Section 16(a) Beneficial Ownership Reporting Compliance

Directors and officers of the Company have inadvertently failed to file Forms 4s with respect to the receipt of certain options to acquire shares of Common Stock during 2003 arising from their participation in our Deferred Compensation Plan for 2003. Under the Company's 2003 Deferred Compensation Plan, the officers and directors of the Company have deferred a total of $133,910 through December 31, 2003, which they have the option of converting into 664,552 shares of the Company's Common Stock at $0.20 per share on or before January 11, 2006. These matters have been reported by Form 5s filed on February 13, 2004 by all officers and directors other than Mr. Ireland, who expects to file his in the near future.

Item 10. Executive Compensation

The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for the years ended December 31, 2003, 2002 and 2001 paid to our Chief Executive Officer and certain other executive officers.

Summary Compensation Table

	Annual Compensation							Long-Term Compensation
Name and Principal Position	Year	Salary ($)		Bonus ($)		Other Annual Compensation(1) ($)		Securities Underlying Options (#)	All Other Compensation(2) ($)
Paul K. Willmott(3) Chairman, President and Chief Executive Officer	2003 2002 2001	$ $ $	114,552 199,092 199,092	$ $ $	0 0 0	$ $ $	366 9,425 1,283	— — 291,300	$ $ $	620 1,104 1,440
Richard A. Van Horn(4) Senior Vice President—Operations	2003 2002 2001	$ $ $	134,799 135,306 135,435	$ $ $	0 0 0	$ $ $	50 1,447 3,802	— — 64,000	$ $ $	1,092 1,122 1,616
Mark S. Pelizza Vice President—Health, Safety and Environmental Affairs	2003 2002 2001	$ $ $	68,902 105,340 105,340	$ $ $	0 0 0	$ $ $	2,635 6,849 4,584	— — 32,400	$ $ $	498 1,078 1,512
Thomas H. Ehrlich(5) Vice President and Chief Financial Officer	2003 2002 2001	$ $ $	56,303 105,237 105,237	$ $ $	0 0 0	$ $ $	1,321 3,909 0	— — 52,200	$ $ $	490 911 1,274

(1): Represents amount paid for out-of-pocket medical and dental expenses under the Company's Supplemental Health Care Plan.
(2): Represents contributions made by the Company under the Company's 401(k) Profit Sharing Plan (see "401(k) Profit Sharing Plan" below).
(3): Salary for 2003, 2002 and 2001 includes $51,900, $90,000 and $90,000, respectively which was deferred under the 2001, 2002 and 2003 Deferred Compensation Plans.
(4): Salary for 2003, 2002 and 2001 includes $20,800 that was deferred under the Company's 2001, 2002 and 2003 Deferred Compensation Plans.
(5): Salary for 2003, 2002 and 2001 includes $7,200, $16,250 and $16,250, respectively which was deferred under the Company's 2001, 2002 and 2003 Deferred Compensation Plans.

Supplemental Health Care Plan

The Company has adopted a health care plan (the "Supplemental Plan") for the officers and certain of the employees who are also stockholders, which supplements the standard health care plan available to all eligible employees (the "Standard Plan"). The Supplemental Plan pays directly to the participant 80% of all out-of-pocket medical and dental expenses not covered under the Standard Plan, including deductibles and co-insurance amounts. Additionally, the Supplemental Plan provides to each participant $100,000 of accidental death and dismemberment insurance protection and a world wide medical assistance benefit. Each participant in the Supplemental Plan will receive a maximum annual benefit of $100,000. The Company pays an annual premium under the Supplemental Plan equal to $250 per participant plus 10% of claims paid. There are currently four officers and employees covered by the Supplemental Plan.

401(k) Profit Sharing Plan

The Company maintains a defined contribution profit sharing plan for employees (the "401(k)") that is administered by a committee of trustees appointed by us. All Company employees are eligible to participate upon the completion of six months of employment, subject to minimum age requirements. Each year we make a contribution to the 401(k) out of our current or accumulated net profits (as defined) in an amount determined by the Board of Directors but not exceeding 20% of the total compensation paid or accrued to participants during such fiscal year. Our contributions are allocated to participants in amounts equal to 25% (or a higher percentage, determined at our discretion) of the participants' contributions, up to 4% of each participant's gross pay. For the plan year ended July 31, 2003 and 2002, we contributed amounts equal to 25% of the participant's contributions, up to 4% of gross pay. Participants become 20% vested in their Company contribution account for each year of service until full vesting occurs upon the completion of five years of service. Distributions are made upon retirement, death or disability in a lump sum or in installments.

Employees' Stock Option Plans

Under our 1995 Stock Incentive Plan (the "1995 Plan") incentive stock options and non-qualified options to purchase up to an aggregate of 4 million shares of Common Stock may be granted. The Stock Option Committee of the Board of Directors administers the 1995 Plan and has the full authority, subject to the provisions of the 1995 Plan, to determine to whom and when to grant options and the number of shares of Common Stock covered by each grant. As of December 31, 2003, 2,993,820 shares are reserved for issuance upon exercise of outstanding options granted under the 1995 Plan, and 1,006,180 shares were reserved for issuance pursuant to options that may be granted in the future. No shares have been issued upon the exercise of options under the 1995 Plan.

The Company also maintains an Employees' Stock Option Plan under which we may grant non-qualified options. As of December 31, 2003, 250,200 shares are reserved for issuance under options outstanding under that plan.

Deferred Compensation Plans

We have four separate deferred compensation plans covering the years 1999 to 2003. Under these plans executive officers and directors of the Company and its subsidiaries were permitted to defer up to 100% of their 1999, 2000, 2001, 2002 and 2003 salary with payment thereof to be made on January 11, 2006. On or before that date, the participant may elect to receive the deferred amount in shares of our Common Stock valued at $0.375 under the 1999 deferred compensation plan and $0.20 per share under the 2000-2003 plans. As of December 31, 2003, a total of $755,290 has been deferred under such plans.

A total of $241,690 was deferred under the 1999 Plan of which $133,450 was paid by issuing 355,861 shares of Common Stock at $0.375 per share. No elections have yet been made to convert any such amounts into shares under the plans for the years 2000 through 2003.

Option Grants in Last Fiscal Year

None.

Aggregated Stock Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

The following sets forth information with respect to each exercise of stock options during the fiscal year ended December 31, 2003 and the year-end value of unexercised options held by each of the executive officers named in the Summary Compensation Table.

			Number of Securities Underlying Unexercised Options at Fiscal Year End (#)
				Value of Unexercised In-The-Money Options at Fiscal Year End ($)
Name	Shares Acquired on Exercise (#)	Value Realized ($)
Name	Shares Acquired on Exercise (#)	Value Realized ($)	Exercisable/Unexercisable	Exercisable/Unexercisable
Paul K. Willmott(1)	—	—	100,000/0 100,000/0 40,200/0 37,670/0 26,280/0 40,000/0 562,500/187,500 291,300/0 19,000/0 1,000/0	$28,125/$9,375 $17,478/$0
Richard A. Van Horn(2)	—	—	55,000/0 25,000/0 375,000/125,000 64,000/0	$18,750/$6,250 $3,840/$0
Mark S. Pelizza(3)	—	—	9,360/0 7,700/0 9,000/0 375,000/125,000 32,400/0	** $18,750/$6,250 $1,944/$0
Thomas H. Ehrlich(4)	—	—	35,000/0 4,260/0 14,000/0 12,000/0 375,000/125,000 52,200/0	$18,750/$6,250 $3,132/$0

**: Represents an option whose grant price is above the December 31, 2003 closing price on the Pink Sheets.
(1): Based on the closing price on the Pink Sheets on December 31, 2003 less the grant prices of $4.13, $8.38, $6.88, $9.75, $7.125, $2.9375, $0.20, $0.19, $4.25 and $5.88, respectively.
(2): Based on the closing price on the Pink Sheets on December 31, 2003 less the grant price of $5.50 $2.9375, $0.20 and $0.19, respectively.
(3): Based on the closing price on the Pink Sheets on December 31, 2003 less the grant price of $9.75, $7.125 $2.9375, $0.20 and $0.19, respectively.
(4): Based on the closing price on the Pink Sheets on December 31, 2003 less the grant price of $6.94, $9.75, $7.125 $2.9375, $0.20 and $0.19, respectively.

Director Compensation

Under our Directors' Stock Option Plan ("Directors' Plan"), each new non-employee director elected or appointed to the Board of Directors for the first time is granted an option to purchase 20,000 shares of Common and, upon re-election of a non-employee director at an annual meeting of our stockholders, such director is granted an option to purchase an additional 1,000 shares. In November 2002 the Directors' plan was amended to allow for the grant of an option to each non-employee director to purchase 1,000 shares on June 1, of any calendar year in which an annual meeting of the stockholders is not held. As of December 31, 2003, a total of 73,000 shares are reserved for issuance upon exercise of options granted under the Directors' Plan and 75,000 shares were reserved for issuance upon exercise of options that may be granted in the future under the Directors' Plan.

Mr. Erdahl holds options covering 27,000 shares under the Directors' Plan. Mr. Ireland holds options covering 26,000 shares under the Directors' Plan. Mr. Willmott holds options covering 20,000 shares under the Directors' Plan.

In addition, Messrs. Ireland and Erdahl each hold an option expiring on June 19, 2011 to purchase 100,000 shares of Common Stock at $0.22 per share. Those options were not granted under the Directors' Plan.

Compensation for 2003 to the non-employee directors was earned at the rate of $3,000 per quarter plus $1,000 per meeting attended of the Board and committees of the Board. The directors deferred a total of $54,000 in 2003 under the deferred compensation plans, which represented all of their compensation for that year.

Compensation Committee Interlocks and Insider Participation

In August 1994, we formed a Compensation Committee to determine the compensation of the executive officers and to set the guidelines for compensation for our employees. During the fiscal year ended December 31, 2003, the Compensation Committee was comprised of Leland O. Erdahl and George R. Ireland. No member of the Compensation Committee has been or was during the fiscal year ended December 31, 2003, an officer or employee of any of our subsidiaries. In addition, no member of the Compensation Committee during the fiscal year ended December 31, 2003 had any relationship requiring disclosure under the caption "Certain Relationships and Related Transactions." No executive officer serves or served on the compensation committee of another entity during the fiscal year ended December 31, 2003 and no executive officer serves or served as a director of another entity who has or had an executive officer serving on the Compensation Committee.

Compensation Agreements with Key Executives

In June 1997 we entered into Compensation Agreements with each of the executive officers named in the compensation table that provide that in the event of a change in control, the Chief Executive Officer and other executive officers will have certain rights and benefits for a period of thirty-six and twenty-four months, respectively, following such change in control. The agreements specify that the executive will continue to receive compensation and benefits for the remainder of the applicable period if we terminate the executive or if the executive terminates his employment following the occurrence of certain actions without the executive's consent. However, we are not obligated to provide such rights and benefits to the executive if the executive was terminated for cause.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance
Equity compensation plans approved by security holders	9,610,661	$	0.55	1,081,180
Equity compensation plans not approved by security holders	3,230,251	$	0.20	240,723
Total	12,840,912	$	0.46	1,321,903

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following tables set forth, as of March 31, 2004, information regarding persons known by us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock. Shown separately in the second table below is information regarding the beneficial ownership of our Common Stock by (i) each director, (ii) each of the executive officers, and (iii) all directors and executive officers as a group.

Principal Stockholders

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class(2)
Zesiger Capital Group, LLC 320 Park Avenue New York, NY 10022	31,831,274	(3)	35.9	%
Rudolf J. Mueller c/o The Winchester Group 153 East 53^rd Street, Suite 5101 New York, NY 10022	10,742,062	(4)	11.0	%
William D. Witter 153 East 53^rd Street New York, NY 10022	10,118,950		11.4	%
Arnold Spellun 529 Fifth Avenue 8^th Floor New York, NY 10017	5,020,300	(5)	5.3	%

(1): Each person has sole voting and investment power with respect to the shares listed, unless otherwise indicated. Beneficial ownership includes shares over which the indicated beneficial owner exercises voting and/or investment power.
(2): The shares owned by each person, and the shares included in the total number of shares outstanding, have been adjusted, and the percentages owned have been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. Shares subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person.

(3): Includes 31,831,274 shares as to which Zesiger Capital Group, LLC ("ZCG") holds dispositive power and 10,154,468 shares as to which they hold voting power for shares that are owned by their investment advisory clients. ZCG disclaims beneficial ownership of all of these shares.
(4): Includes (i) 78,300 shares owned by members of Mr. Mueller's family in which Mr. Mueller shares voting and dispositive power, (ii) 1,125,000 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005, and (iii) 252,000 shares that may be obtained by Mr. Mueller through deferred compensation plans of Uranium Resources, Inc. that are currently exercisable or will become exercisable within 60 days.
(5): Includes 937,500 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.

Directors and Executive Officers

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class(2)
Paul K. Willmott	3,258,387	(3)	3.3	%
Leland O. Erdahl	539,253	(4)	0.6	%
George R. Ireland	540,723	(5)	0.6	%
Richard A. Van Horn	1,016,333	(6)	1.1	%
Mark S. Pelizza	704,981	(7)	0.7	%
Thomas H. Ehrlich	852,044	(8)	0.9	%
All executive officers and directors As a group (6 persons)	6,911,721	(9)	7.2	%

(1): Each person has sole voting and investment power with respect to the shares listed, unless otherwise indicated. Beneficial ownership includes shares over which the indicated beneficial owner exercises voting and/or investment power.
(2): The shares owned by each person, and the shares included in the total number of shares outstanding, have been adjusted, and the percentages owned have been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. Shares subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person.
(3): Includes 3,215,124 shares that may be obtained by Mr. Willmott through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 187,500 shares that may be obtained by Mr. Willmott through the exercise of stock options exercisable more than 60 days from the date hereof.
(4): Includes 506,000 shares that may be obtained by Mr. Erdahl through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 1,000 shares that may be obtained by Mr. Erdahl through the exercise of stock options exercisable more than 60 days from the date hereof.
(5): Includes 470,000 shares that may be obtained by Mr. Ireland through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 1,000 shares that may be obtained by Mr. Ireland through the exercise of stock options exercisable more than 60 days from the date hereof.
(6): Includes 963,000 shares that may be obtained by Mr. Van Horn through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable

within 60 days. Does not include 125,000 shares that may be obtained by Mr. Van Horn through the exercise of stock options exercisable more than 60 days from the date hereof.

(7): Includes 433,460 shares that may be obtained by Mr. Pelizza through the exercise of stock options that are currently exercisable or will become exercisable within 60 days. Does not include 125,000 shares that may be obtained by Mr. Pelizza through the exercise of stock options exercisable more than 60 days from the date hereof.
(8): Includes 819,644 shares that may be obtained by Mr. Ehrlich through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 125,000 shares that may be obtained by Mr. Ehrlich through the exercise of stock options exercisable more than 60 days from the date hereof.
(9): Includes 6,407,228 shares that may be obtained through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 564,500 shares that may be obtained through the exercise of stock options exercisable more than 60 days from the date hereof.

Item 12. Certain Relationships and Related Transactions

Bridge Loan in May 2002

On May 29, 2002 we received a bridge loan of $600,000 to finance our operations while we attempted to raise additional equity. The loan was made by four stockholders of the Company, one of whom (Rudolf J. Mueller) was at that time also a director and holder of more than 10% of the outstanding common stock. The loan was a demand loan and bore interest at 11% per annum. The bridge lenders had the right to convert the principal and interest on the loan into shares of common stock at $0.12 per share. The $611,550 in principal and accrued interest under the demand notes was converted in July 2002 into 5,096,248 shares of common stock of the Company.

Options Issuable for Deferred Compensation

The Company has 2002 and 2003 Deferred Compensation Plans (collectively the "Plans") whereby executive officers and directors were permitted to defer up to 100% of their compensation for the years 2002 and 2003 with payment thereof to be made on January 11, 2006. On or before that date, the participant may elect to receive the deferred amount in shares of our Common Stock valued at $0.20 per share. As of December 31, 2003, a total of $310,960 has been deferred under the Plans, and no elections have been made to convert any such amounts into shares.

PART IV

Item 13. Exhibits and Reports on Form 8-K

(a): Exhibits.

See Index to Exhibits on page E-1 for a listing of the exhibits filed as part of this Annual Report.

(b): Reports on Form 8-K.

The Company filed a current report on Form 8-K dated October 2, 2003 which disclosed the filing by the Company of it's Form 10-QSB's for the periods March 31 and June 30, 2003 and the resignation of a member of it's Board of Directors on September 24, 2003.

Item 14. Principal Accountant Fees and Services.

Audit Fees. The Company was billed for audit fees and services by Hein + Associates LLC, the Company's principal independent accountants, during December 31, 2003 and 2002 of $26,430 and $35,125, respectively. Audit fees include fees for (i) the audits of the Company's consolidated financial statements,(ii) the review of the unaudited consolidated interim financial statements included in quarterly reports and (iii) the review of registration statements and issuance of consent letters in 2002.

Audit Related Fee. None.

Tax Fees. The Company was billed for tax research by Hein + Associates LLC, for tax research during December 31, 2003 and 2002 of $546 and $155, respectively.

All Other Fees. None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: March 30, 2004

		URANIUM RESOURCES, INC.
		By:		/s/ PAUL K. WILLMOTT Paul K. Willmott, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature		Date

/s/ PAUL K. WILLMOTT Paul K. Willmott, Director, President and Chief Executive Officer		March 30, 2004
/s/ THOMAS H. EHRLICH Thomas H. Ehrlich, Vice President—Finance and Chief Financial Officer (Principal Financial and Accounting Officer)		March 30, 2004
/s/ LELAND O. ERDAHL Leland O. Erdahl, Director		March 30, 2004
/s/ GEORGE R. IRELAND George R. Ireland, Director		March 30, 2004

URANIUM RESOURCES, INC. AND CONSOLIDATED SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements
For The Years Ended December 31, 2003 and 2002

Independent Auditor's Report		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-5
Consolidated Statements of Common Shareholders' Deficit		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8

The accounts of the Company are maintained in United States dollars. All dollar amounts in the financial statements are stated in United States dollars except where indicated.

F-1

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Uranium Resources, Inc.:
Lewisville, Texas

We have audited the accompanying consolidated balance sheets of Uranium Resources, Inc. as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Uranium Resources, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses due to depressed uranium prices and future working capital requirements are dependent on the Company's ability to generate profitable operations or raise additional capital. Should the Company not be able to generate profitable operations or raise additional capital, the Company could be forced to seek protection under the United States Bankruptcy Act. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 1 to the financial statements, the Company adopted, effective January 1, 2003, Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.

HEIN + ASSOCIATES LLP

Dallas, Texas
January 30, 2004

F-2

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

			December 31,
			2003			2002
Current assets:
	Cash and cash equivalents		$	309,625		$	1,025,469
	Receivables, net			25,250			—
	Materials and supplies inventory			65,397			67,163
	Prepaid and other current assets			13,371			15,420

		Total current assets		413,643			1,108,362

Property, plant and equipment, at cost:
	Uranium properties			41,788,721			41,788,721
	Other property, plant and equipment			254,960			253,956
	Less-accumulated depreciation, depletion and impairment			(41,359,799	)		(41,326,551	)

		Net property, plant and equipment		683,882			716,126
Long-term investment:
		Certificate of deposit, restricted		401,120			1,397,515

			$	1,498,645		$	3,222,003

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

F-3

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS' DEFICIT

			December 31,
			2003			2002
Current liabilities:
	Accounts payable		$	107,136		$	132,799
	Current portion of restoration reserve			83,000			83,000
	USF&G advances			—			943,924
	Other accrued liabilities			108,358			114,172

		Total current liabilities		298,494			1,273,895

Other long-term liabilities and deferred credits				4,680,943			5,680,029
Long-term debt, less current portion				585,000			585,000
Commitments and contingencies (Notes 1, 2, 3, 6 and 12)
Shareholders' deficit:
	Common stock, $.001 par value, shares authorized: 100,000,000; shares issued and outstanding (net of treasury shares): 2003—81,824,193; 2002—69,329,193			81,977			69,482
	Paid-in capital			53,211,487			52,642,982
	Accumulated deficit			(57,349,838	)		(57,019,967	)
	Less: Treasury stock (152,500 shares), at cost			(9,418	)		(9,418	)

		Total shareholders' deficit		(4,065,792	)		(4,316,921	)

			$	1,498,645		$	3,222,003

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

F-4

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

				Year Ended December 31,
				2003			2002
Revenues:
	Uranium sales—			$	—		$	—

			Total revenue		0			0
Costs and expenses:
	Cost of uranium sales—
		Operating expenses			461,992			754,627
		Provision (credit) for restoration and reclamation costs			(32,269	)		368,568
		Accretion expense for restoration reserves			338,242			—
		Depreciation and depletion			29,299			35,674
		Writedown of uranium properties and other uranium assets			340,287			514,730

			Total cost of uranium sales		1,137,551			1,673,599

	Loss from operations before corporate expenses				(1,137,551	)		(1,673,599	)
	Corporate expenses—
		General and administrative			879,755			1,195,603
		Depreciation			3,949			6,791

			Total corporate expenses		883,704			1,202,394

Loss from operations					(2,021,255	)		(2,875,993	)
Other income (expense):
	Interest expense				(17,359	)		(30,067	)
	Interest and other income, net				261,673			47,840

Loss before accounting change					(1,776,941	)		(2,858,220	)
Cummulative effect of accounting change, net of tax					1,447,070			—

Net loss				$	(329,871	)	$	(2,858,220	)

Loss before accounting change per common share:
	Basic				(0.02	)		(0.05	)
	Diluted				(0.02	)		(0.05	)
Cumulative effect of accounting change per common share:
	Basic				0.02			—
	Diluted				0.02			—
Net loss per common share:
	Basic			$	(0.00	)	$	(0.05	)

	Diluted			$	(0.00	)	$	(0.05	)

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

F-5

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

		Common Stock
		Common Stock			Paid-In Capital		Accumulated Deficit			Treasury Stock
		Shares	Amount		Paid-In Capital		Accumulated Deficit			Treasury Stock
Balances, December 31, 2001		48,992,278	$	49,145	$	50,299,223	$	(54,161,747	)	$	(9,418	)
	Net loss	—		—		—		(2,858,220	)		—
	Common stock issuance for Debt	5,096,248		5,096		606,454		—			—
	Common stock issuance	15,240,667		15,241		1,737,305		—			—

Balances, December 31, 2002		69,329,193	$	69,482	$	52,642,982	$	(57,019,967	)	$	(9,418	)

	Net loss	—		—		—		(329,871	)		—
	Common stock issuance	12,495,000		12,495		568,505		—			—

Balances, December 31, 2003		81,824,193	$	81,977	$	53,211,487	$	(57,349,838	)	$	(9,418	)

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

F-6

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year Ended December 31,
			2003			2002
Cash flows from operations:
	Net loss		$	(329,871	)	$	(2,858,220	)
	Reconciliation of net loss to cash used in operations—
		Provision (credit) for restoration and reclamation costs		(32,269	)		368,568
		Cumulative effect of accounting change		(1,447,070	)		—
		Accretion of restoration liability		338,242			—
		Depreciation and depletion		33,248			42,465
		Writedown of uranium properties and other assets		340,287			514,730
		Decrease in restoration and reclamation accrual		—			(559,976	)
		Deferred compensation		133,911			127,050
		Other non-cash items, net		134,778			6,800

Cash flow used in operations, before changes in operating working capital items				(828,744	)		(2,358,583	)
Effect of changes in operating working capital items—
	(Increase) decrease in receivables			(25,250	)		10,884
	(Increase) decrease in inventories			2,076			(310	)
	(Increase) decrease in prepaid and other current assets			(124,629	)		1,591
	Increase (decrease) in payables and accrued liabilities			(975,401	)		1,004,651

Net cash used in operations				(1,951,948	)		(1,341,767	)
Investing activities:
	Decrease in certificate of deposit, restricted			996,395			25,862
	Additions to property, plant and equipment—
		Kingsville Dome		(79,172	)		(137,660	)
		Rosita		(37,962	)		(56,226	)
		Vasquez		(162,865	)		(241,277	)
		Churchrock		(21,612	)		(23,174	)
		Crownpoint		(26,996	)		(87,578	)
		Other property		(12,684	)		(14,300	)

Net cash provided by (used in) investing activities				655,104			(534,353	)
Financing activities:
	Proceeds from borrowings			—			600,000
	Issuance of common stock, net			581,000			1,752,546

Net cash provided by financing activities				581,000			2,352,546

Net increase (decrease) in cash and cash equivalents				(715,844	)		476,426
Cash and cash equivalents, beginning of year				1,025,469			549,043

Cash and cash equivalents, end of year			$	309,625		$	1,025,469

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

F-7

URANIUM RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Description of Company

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of Uranium Resources, Inc. ("URI") and its wholly owned subsidiaries (collectively "the Company"). All significant intercompany transactions have been eliminated in consolidation.

URI was formed in 1977 and domesticated in Delaware in 1987. The Company is primarily engaged in the business of acquiring, exploring, developing and mining uranium properties, using the in situ leach ("ISL") or solution mining process. Historically, the primary customers of the Company have been major utilities who utilize nuclear power to generate electricity. The Company has been, in the past, involved in a number of significant ISL uranium mining joint venture arrangements and has also provided consulting, plant design and construction expertise to other companies. At present the Company owns development properties in South Texas and in New Mexico. The Company's Rosita and Kingsville Dome uranium production facilities in South Texas resumed operations in June 1995 and March 1996. Production was ceased at both sites in the first quarter of 1999 when each of the production facilities were shut-in and placed on stand-by due to depressed uranium prices. At the beginning of 2001 the uranium spot price was $7.10 per pound. Prices have steadily increased since that point to $9.60, $10.20 and $14.50, at the end of 2001, 2002 and 2003 respectively. The spot price of uranium was $17.50 at March 22, 2004. Groundwater restoration activities are currently ongoing at both Kingsville Dome and Rosita.

Inventories

Materials and supplies inventory at the Company's Kingsville Dome and Rosita sites are valued at the lower of average cost or market.

Property, Plant and Equipment

		Property, Plant and Equipment Balances (net) At December 31,
		2003		2002
Uranium plant		$	561,000	$	564,000
Restoration equipment			53,000		78,000
Vehicles			64,000		65,000
Other			6,000		9,000

	Total	$	684,000	$	716,000

There is no value carried for the Company's mineral interests, which were written down to zero because of the depressed market price of uranium.

Uranium Properties

Capitalization of Development Costs—All acquisition and development costs (including financing, salary and related overhead costs) incurred in connection with the various uranium properties are

F-8

capitalized. Exploration and evaluation costs associated with uranium properties are expensed as incurred until such time that the existence of a commercially minable uranium deposit is confirmed. All properties with significant acquisition or incurred costs are evaluated for their realizability on a property-by-property basis. Any impairment of such costs is recognized through a reduction in the net carrying value of the asset. (See Note 3—"Uranium Properties—Property Realizability").

Depreciation and Depletion—Depletion of uranium mineral interests and related development costs is computed on a property-by-property basis using the units-of-production method based on the proved and probable recoverable uranium reserves as estimated periodically by the Company's geologists and engineers. Depreciation and depletion is provided on the investment costs, net of salvage value, of the various uranium properties' production plants and related equipment using the estimated production life of the uranium reserves. During the periods that our facilities are not in production, depletion on our mineral interests and development properties are ceased. Depreciation and depletion of our plant facilities, machinery and equipment continues, at significantly reduced amounts, in accordance with the level of stand-by activity being conducted at each site. Other ancillary plant equipment and vehicles are depreciated using a straight line method based upon the estimated useful lives of the assets.

Other Property

Other property consists of corporate office equipment, furniture and fixtures and transportation equipment. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed.

Capitalization of Interest

The Company capitalizes interest cost with respect to properties undergoing exploration or development activities that are not subject to depreciation or depletion. The average interest rate on outstanding borrowings during the period is used in calculating the amount of interest to be capitalized. No interest was capitalized in the twelve months ended December 31, 2003 and 2002. Total interest costs in these periods were $17,000 and $30,000, respectively.

Restoration and Reclamation Costs

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality to the pre-existing mine area average quality. Accruals for the estimated future cost of restoration and reclamation are made on a per-pound basis as part of production costs, or when it is determined by an engineering study that an adjustment to the accrual is required. During the years ended December 31, 2003 and 2002 the Company adjusted its accrual for restoration and reclamation costs by ($32,000) and $369,000, respectively, as a result of revisions to the Company's estimates for future restoration and reclamation activities.

The Company has obtained financial surety relating to certain of its future restoration and reclamation obligations as required by the State of Texas regulatory agencies. Performance bonds have been issued for the benefit of the Company by United States Fidelity and Guaranty Company ("USF&G") for such activities. The amounts of these bonds were $2,800,000 and $2,900,000 at December 31, 2003 and 2002 respectively. USF&G has required that the Company deposit funds collateralizing a portion of the bonds it has issued. The amount of bonding issued by USF&G exceeded the amount of collateral by $2,434,000 at December 31, 2003 and 2002. In the event that USF&G is required to perform under the bonds or the bonds are called by the state agencies, the Company would be obligated to pay USF&G for its expenditures in excess of the collateral.

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Revenue Recognition for Certain Uranium Sales

The Company recognizes revenue from the sale of uranium under which substantially all of its obligations related to the delivery have been completed. There were no uranium sales made in the years ended December 31, 2003 or 2002.

Earnings Per Share

Net earnings (loss) per common share—basic has been calculated based on the weighted average shares outstanding during the year and net earnings (loss) per common share—diluted has been calculated assuming the exercise or conversion of all dilutive securities. Due to net losses incurred for the two years presented there were no dilutive securities included in any of these years.

The weighted average number of shares used to calculate basic and diluted loss per share were 72,774,000 and 57,684,000 in 2003 and 2002, respectively. The potential common stock that was excluded from the calculation of diluted earnings per share were 12,711,162 and 12,080,353 in 2003 and 2002, respectively.

Unamortized Debt Issuance Costs

Debt discount and related expenses arising from the issuance of debt securities are amortized by the effective interest method.

Consolidated Statements of Cash Flows

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Additional disclosures of cash flow information follow:

		Twelve Months Ended December 31,
		2003		2002
Cash paid during the period for:
	Interest	$	9,000	$	10,000

Additional non-cash transactions occurred in 2003 and 2002 and such transactions are summarized as follows:

In 2002, the Company issued 5,096,248 shares of common stock to certain private investors in satisfaction of outstanding indebtedness.

611,550

Restricted Cash

At December 31, 2003 and 2002 the Company had pledged a certificate of deposit of $401,000 and $1,398,000, respectively, in order to collateralize surety bonds required for future restoration and reclamation obligations related to the Company's South Texas production and development properties. These funds are not readily available to the Company and are not included in cash equivalents. During 2003 the Company received funding secured by these assets of approximately $54,000 to conduct restoration activities in South Texas. In 2003, the collateral and the corresponding accrued liability was reduced by approximately $997,000.

In October 2000, the Company finalized an agreement with Texas regulatory authorities and the Company's bonding company that provided the Company access to up to $2.2 million of Company funds pledged to secure the Company's restoration bonds. These funds were used by the Company to

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perform restoration at the Company's Kingsville Dome and Rosita mine sites in South Texas. The initial agreement expired December 31, 2001 and subsequent restoration agreements were entered into covering the period from January 2002 through January 2003. These subsequent agreements provided us access to approximately $997,000 during this period to continue to conduct restoration activities.

Stock-Based Compensation

In accordance with the Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation, the Company has elected to apply the provisions of Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees, and related interpretations, in accounting for its stock-based compensation plans. Under APB No. 25, compensation is measured as the excess, if any, of the quoted market price of the Company's common stock over its acquisition price at the date of grant.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions. Such estimates and assumptions may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Specifically regarding the Company's uranium properties, significant estimates were utilized in determining the carrying value of these assets. The actual value received from the disposition of these assets may vary significantly from these estimates based upon market conditions, financing availability and other factors.

Regarding the Company's reserve for future restoration and reclamation costs, significant estimates were utilized in determining the future costs and timing to complete the groundwater restoration and surface reclamation at the Company's mine sites. The actual cost to conduct these activities may vary significantly from these estimates.

Risks and Uncertainties

Historically, the market for uranium has experienced significant price fluctuations. Prices are significantly impacted by global supply and demand which is affected by the demand for nuclear power, political and economic conditions, governmental legislation in uranium producing and consuming countries, and production levels and costs of production of other producing companies. Increases or decreases in prices received could have a significant impact on the Company's future results of operations.

The Company has outstanding bond obligations issued on its behalf by USF&G at December 31, 2003. The Company has deposited funds collateralizing a portion of these bonds. In the event that USF&G is required to perform under the bonds or the bonds are called by the state agencies, the Company would be obligated to pay USF&G for its expenditures in excess of the collateral. See "Summary of Significant Accounting Policies—Restoration and Reclamation Costs" for further discussion.

Impact of Recent Accounting Pronouncements

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2003. The adoption of this statement did not have an impact on the Company's results of operations or financial position at December 31, 2003.

In May 2003, the FASB issued Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("FAS 150"). FAS 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. FAS 150 is effective for all financial instruments entered into of modified after May 31, 2003. The adoption of FAS 150 did not have an impact on the Company's results of operations or financial position at December 31, 2003.

Effective January 1, 2003 the Company adopted the FASB issued Statements of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146"). FAS 146 provides financial accounting and reporting guidance for costs associated with exit or disposal activities, including one-time termination benefits, contract termination costs other than for a capital lease, and costs to consolidate facilities or relocate employees. This statement is effective for exit or disposal activities that are initiated after December 31, 2002. Adoption of the standard had no current impact on the Company's earnings or financial position.

In December 2002, the FASB issued FAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement 123, ("FAS 148"). FAS 148 amends FAS 123 to provide alternative transition methods for an entities voluntary change in their accounting for stock-based compensation from the intrinsic method to the fair value method under FAS 123. In addition, FAS No. 148 amends the disclosure requirements of FAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company currently plans to continue to account for its stock-based compensation using the intrinsic value method as prescribed by APB No. 25 and will comply with the quarterly disclosure requirements in 2004.

Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations ("FAS 143") which establishes an accounting standard requiring the recording of the fair value of liabilities associated with the retirement of long-lived assets in the period in which they are incurred. The Company adopted FAS 143 effective January 1, 2003.

As a result of adoption of the FAS 143, the Company recorded a net reduction in its restoration liability of approximately $1.4 million at January 1, 2003. The Company had previously recorded the undiscounted future estimated restoration costs into expense. Under FAS 143, future restoration liabilities are usually added to the carrying value of the related asset but the Company has recorded them to expense because the associated properties have been fully impaired. Under FAS 143 the present value of the restoration costs are recorded instead of the undiscounted amount. The difference between the present value and the undiscounted amounts of $1,447,000 as of December 31, 2002 appears in the Consolidated Statement of Operations as a cumulative effect of change in accounting principle. The estimated accretion expense for the change in the present value of the estimated liability recorded for 2003 was ($338,000).

F-12

The following table shows the change in the balance of the restoration and reclamation liability during the year ended December 31, 2003:

	Year Ended December 31, 2003
Reserve for future restoration and reclamation costs at January 1, 2003	$	3,174,683
Accretion expense		338,242
Restoration provision adjustment		(32,269	)

Reserve for future restoration and reclamation costs at December 31, 2003	$	3,480,656

The following table shows on a pro forma basis the effect on net loss of the estimated accretion cost as if FAS 143 had been adopted on January 1, 2002:

		Year Ended December 31, 2002
Net loss reported		$	(2,858,220	)
Accretion expense			303,161

Net loss pro forma			(3,161,381	)
Loss per common share:
As reported:	Basic	$	(0.05	)
	Diluted	$	(0.05	)
Pro forma:	Basic	$	(0.06	)
	Diluted	$	(0.06	)

2. FUTURE OPERATIONS

The financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Because of depressed uranium prices the Company ceased production activities in 1999 at both of its two producing properties and these properties remain non-producing.

In 1999 and the first quarter of 2000 the Company monetized all of its remaining long-term uranium sales contracts and sold certain of its property and equipment to maintain a positive cash position. The Company expects to resume production activities, including seeking the necessary development financing, when there is a recovery in the market price of uranium.

During 2002 and 2003, the Company sought to raise funds to permit it to continue operations until such time uranium prices increase to a level that will permit the Company to resume mining operations. In July 2002, April 2003 and October 2003 the Company completed three private placements raising an aggregate of $2,429,000 ($2,364,000 net of the costs of the offering), $175,000 and $406,000, respectively through the issuance of 20,336,915, 4,375,000 and 8,120,000 shares of common stock, respectively. The funds raised in the private placements were used to fund the non-restoration overhead costs of the Company. Included in the July 2002 offering was the conversion of $611,550 in principal and accrued interest for demand notes that were issued on May 29, 2002. The shares issued in the private placements represent approximately 40% of the outstanding Common Stock of the Company. The completion of the private placements resulted in a significant dilution of the current stockholders' equity in the Company.

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In January and February, 2004 we received $675,000 of temporary interim funding from investors by issuing 6,750,000 shares of common stock at $0.10 per share in a private placement transaction. We expect the equity raised from this private placement will allow us to remain in business until April 2004.

In addition, in October 2000, the Company finalized an agreement with Texas regulatory authorities and the Company's bonding company that provided the Company access to up to $2.2 million of Company funds pledged to secure the Company's restoration bonds.. These funds were used by the Company to perform restoration at the Company's Kingsville Dome and Rosita mine sites in South Texas. The initial agreement expired December 31, 2001 and subsequent restoration agreements were entered into covering the period from January 2002 through January 2003. These subsequent agreements provided us access to approximately $997,000 during this period to continue to conduct restoration activities.

Should the Company be unable to achieve profitable operations or raise additional capital, it may be forced to seek protection under federal bankruptcy laws. The accompanying financial statements do not purport to reflect or provide for the consequences of a possible bankruptcy proceeding. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to liabilities, the amount that may be allowed for claims and contingencies, or the status and priority thereof; (c) as to shareholder accounts, the effect of any changes that may be made in the capitalization of the Company; and (d) as to operations, the effect of any changes that may be made in its business. These factors raise substantial doubt concerning the ability of the Company to continue as a going concern.

3. URANIUM PROPERTIES

Property Realizability

The Company's potential illiquidity has necessitated a reevaluation of the Company's method of valuing its uranium properties for accounting purposes. Prior to the fourth quarter of 1999, the Company had valued its uranium properties on a held for production basis, i.e., assuming that each property would be ultimately placed into production. Because of the Company's potential illiquidity, the Company determined that the liquidation value of the physical assets of each property best represented the fair market value of its long-term assets, and this valuation was used in determining the amount of impairment applicable to each of the Company's uranium properties.

The Company applied the discounted cash flow method for valuing the properties, because it represented the most reasonable method available. Under this method, the Company reduced the carrying value of its uranium properties by $340,000 in 2003 and $515,000 in 2002 with a corresponding charge against earnings.

F-14

Kingsville Dome Property

In 1981, the Company acquired an exploration property in South Texas, known as Kingsville Dome, from Exxon Corporation. After significant production in 1988-1990, the property was put on a standby basis because of low uranium spot prices and production ceased in September 1990.

Wellfield development activities began in December 1995 at Kingsville Dome which lead to the resumption of production at the property in March 1996. The Company ceased uranium production operations in the first quarter of 1999 and the property was placed on standby.

Cost of uranium sales in 2003 and 2002 in the Consolidated Statements of Operations includes $239,000 and $346,000, respectively of costs incurred to maintain the facility while Kingsville Dome was on standby and not in production. At December 31, 2003, the Company believes that the property contains a significant amount of undeveloped mineralized uranium material. The Company has recorded impairment provisions in the years ended December 31, 2003 and 2002 of approximately $79,000 and $91,000, respectively, for the Kingsville Dome property. The net carrying value of the property was approximately $417,000 and $426,000 at December 31, 2003 and 2002 respectively. Such assets consisted of plant buildings, uranium processing equipment and uranium drying facilities of $378,000 and $378,000 in 2003 and 2002 respectively and field facilities, restoration and other equipment of $39,000 and $48,000 in 2003 and 2002 respectively.

Rosita Property

In late 1985, the Company acquired several lease holdings in a uranium prospect ("Rosita") in South Texas. Construction and development activities began in the first quarter of 1990 and were completed in September 1990 with production commencing immediately thereafter. The property was originally put on a standby basis and production ceased in March 1992.

Wellfield development activity began in early 1995 at Rosita which lead to the resumption of production at the property in June 1995. The Company ceased uranium production operations in the first quarter of 1999 and the property was placed on standby.

Cost of uranium sales in 2003 and 2002 in the Consolidated Statements of Operations includes $234,000 and $415,000, respectively of costs incurred to maintain the facility while Rosita was on standby and not in production. The Company has recorded impairment provisions in the years ended December 31, 2003 and 2002 of approximately $38,000 and $55,000, respectively for the Rosita property. The net carrying value of the property at December 31, 2003 and 2002 was approximately $199,000 and $219,000, respectively. Such assets consisted of plant buildings and uranium processing equipment of $177,000 and $180,000 in 2003 and 2002 respectively and restoration and other equipment of $22,000 and $39,000 in 2003 and 2002 respectively.

Vasquez Property

The Company holds a mineral lease on 842 gross and net acres located in southwestern Duval County, in South Texas.

On March 22, 2004, the lawsuit over the validity of these leases was settled. The Court of Appeals for the Fourth District in San Antonio, Texas affirmed the decision of the trial court on summary judgment that our leases were in full force and effect and awarding us our attorney's fees. The landowners and the intervenor have decided not to pursue the matter further and have accepted the judgment of the Court of Appeals. The landowners have also agreed to a new lease on the property extending the term of the lease to February 2008, in exchange for which the Company has agreed to forego the award of attorney's fees.

The leases provide for royalties based on uranium sales.

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All of the required permits to begin uranium production for this property have been received from the Texas Natural Resource Conservation Commission and the Texas Department of Health.

The Company has recorded impairment provisions in the years ended December 31, 2003 and 2002 of approximately $163,000 and $241,000, respectively for the Vasquez property. The net carrying value of the property was written down to zero at December 31, 2003.

Churchrock Properties

In December 1986, the Company acquired properties in the Churchrock region of New Mexico.

In September 1991, an additional 200 acres of leases were obtained in exchange for a future production royalty payment which, based upon the expected selling price of the uranium production, may vary between 5% and 10%.

Permitting activities are currently ongoing on both of these properties. The net carrying value of these properties were written down to zero. Such writedown resulted in a pre-tax charge against earnings of approximately $22,000 and $23,000 in 2003 and 2002, respectively.

Crownpoint Property

In August 1988, the Company acquired the Crownpoint property, consisting of 163 acres of leases and related equipment and buildings for cash payments of $550,000, amounts payable in future years of $950,000 and a sliding scale overriding royalty on future production. The present value of the future payable amount, $407,054 at December 31, 1996, is recorded as a purchase money obligation. Additionally, also in 1988, the Company staked 321 acres of claims in the same area. We are currently in negotiations for a lease on a 60% mineral interest in certain of the acreage. The net carrying value of these properties were written down to approximately $61,000 at December 31, 2003 and 2002 and consisted primarily of plant buildings and equipment. Such writedown resulted in a pre-tax charge against earnings of approximately $27,000 and $88,000 in 2003 and 2002, respectively.

West Largo and Roca Honda

In March 1997 the Company acquired the fee interest in 177,000 acres in northwestern New Mexico. Several significant occurances of uranium mineralization are known to be within this acreage including the uranium mineralized properties called West Largo and Roca Honda. Significant uranium exploration was conducted by other companies on these properties in the past and we own the result of these past drilling and exploration programs.

The net carrying value of the property at December 31, 2003 is zero. Impairment provisions resulted in a pre-tax charge against operations of approximately $12,000 and $12,000 in 2003 and 2002, respectively.

4. CONTRACT COMMITMENTS

Sales Contracts

Long-term contracts have historically been the primary source of revenue to the Company.

In August 2003, we signed a sales contract to deliver approximately 300,000 pounds of uranium annually for the years 2005-2008. In January 2004, we signed a second uranium supply contract to deliver approximately 300,000 pounds annually for the years 2005-2008.

The Company must continue to secure new profitable uranium sales contracts in order for it to continue in existence. Demonstrated profitability under such new contracts will form the basis for the Company to be able to secure the requisite financing/equity infusion to resume production at its mine

F-16

sites. The profitability under such new contracts will depend on a number of factors including the cost of producing uranium at the Company's mining properties, the Company's ability to produce uranium to meet its sales commitments and the spot market price of uranium.

5. SHORT-TERM DEBT

Demand Notes

In May 2002 the Company obtained a $600,000 loan by issuing demand notes to private investors that were existing shareholders of the Company. Principal on the notes was due upon demand by the note holders, and interest was due and payable on the first day of every August, November, February and May at the rate of 11% per annum. Holders of the notes had the right, but not the obligation to purchase Common Stock or other equity securities offered by the Company in any subsequent private placements by paying for such purchase by forgiving unpaid interest and/or principal due and unpaid on the notes at $0.12 per share. The $611,550 in principal and accrued interest under the demand notes was converted in July 2002 into 5,096,248 shares of common stock of the Company.

6. LONG-TERM DEBT

Convertible Note

In 2000, the Company issued a $135,000 Convertible Note due July 17, 2005 in settlement of certain outstanding claims. Interest on the Convertible Note is due at maturity and the Note bears interest at a rate of 6% per annum. The Company may prepay the Note at any time and the holder of the Note may convert all principal and accrued interest into shares of the Company's common stock at a conversion price of $0.75 per share.

Summary of Long-Term Debt

			At December 31,
			2003		2002
Long-term debt of the Company consists of:
	Crownpoint property (Note 3)		$	450,000	$	450,000
	Convertible Note			135,000		135,000

				585,000		585,000
	Less—Current portion			—		—

		Total long-term debt	$	585,000	$	585,000

Maturities of long-term debt are as follows:

			For the Twelve Months Ended:
December 31, 2003	$	—	December 31, 2006	$	—
December 31, 2004	$	—	December 31, 2007	$	—
December 31, 2005	$	135,000	December 31, 2008 and beyond	$	450,000

7. RELATED-PARTY TRANSACTIONS

Demand Notes

In May 2002 the Company obtained a $600,000 loan by issuing demand notes to private investors that were existing shareholders of the Company. See Note 5 Short Term Debt for the issuance and conversion of the demand notes.

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8. SHAREHOLDERS' DEFICIT

Common Stock

Common Stock Issued in 2002

In July 2002, the Company raised an additional $2.4 million of equity by the issuance of 20.3 million shares of Common Stock at $0.12 per share to a group of private investors. Included in the issuance was 5.1 million shares of Common Stock that were issued to some of these investors in satisfaction of an outstanding demand note of $600,000 plus accrued interest of $11,550 that was issued in May 2002. Interest accrued on this note at a rate of 11% per annum.

Common Stock Issued in 2003

In April 2003, the Company raised an additional $175,000 of equity by the issuance of 4,375,000 shares of Common Stock at $0.04 per share to a group of private investors.

In October 2003, the Company raised an additional $406,000 of equity by the issuance of 8,120,000 shares of Common Stock at $0.05 per share to a group of private investors.

Increase in Authorized Shares

In January 2004, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the authorized shares of Common Stock, par value $0.001 per share (the "Common Stock'), from 100,000,000 to 200,000,000.

Stock Options

Directors Stock Options

On June 19, 2001, the Company granted options to certain directors of URI to purchase 300,000 shares of the Company's common stock at an exercise price of $0.22 per share. The grants were comprised of 200,000 options to replace the options that expired and were canceled in 2001 and 100,000 options granted to a newly elected director. All such options are immediately exercisable and are scheduled to expire June 19, 2011 or 30 days after the holder ceases to be a director of the Company or one year after such holder's death, whichever occurs first. None of these options have been exercised and 100,000 of these options were cancelled as of December 31, 2003.

Options Issuable for Deferred Compensation

The Company has a 1999 Deferred Compensation Plan (the "1999 Plan") and Deferred Compensation Plans for 2000-2001 and 2002, and 2003 (the "2000-2003 Plans") whereby executive officers and directors were permitted to defer up to 100% of their compensation for the years 1999-2003.

Under the 1999 Deferred Compensation Plan (the "1999 Plan") executive officers and directors of the Company and its subsidiaries were permitted to defer until January 11, 2006 up to 100% of their 1999 salary. At the time of the deferral election, a participant could elect to receive payment of up to 100% of the deferred amount of salary in shares of our Common Stock. A total of $241,690 was deferred under the 1999 Plan of which $133,450 was paid by issuing 355,861 shares of Common Stock at $0.375 per share. As of December 31, 2003, $108,240 remains outstanding as deferred compensation under the 1999 Plan.

Under the 2000-2003 Plans the executive officers and directors were permitted to defer up to 100% of their 2000, 2001, 2002 and 2003 salary with payment thereof to be made on January 11, 2006. On or before that date, the participant may elect to receive the deferred amount in shares of our Common Stock valued at $0.20 per share. As of December 31, 2003, a total of $647,050 has been deferred under those plans and no elections have yet been made to convert any such amounts into shares.

F-18

Market for Common Stock

From November 14, 2000 until August 22, 2001 the Company's Common Stock was quoted on the Pink Sheets. From August 22, 2001 until June 24, 2003 we were quoted on the OTCBB. Since June 25, 2003 we have been quoted on the Pink Sheets.

9. STOCK-BASED COMPENSATION PLANS

The Company has three stock option plans, the Employees' Stock Option Plan, the Stock Incentive Plan and the Directors' Stock Option Plan. The Company accounts for these plans under APB Opinion No. 25, under which no compensation cost has been recognized. Had compensation cost for these plans been determined consistent with FAS 148, the Company's net loss and loss per share ("EPS") for the year ended December 31, 2003 and 2002 would have been adjusted to the following pro forma amounts:

		2003			2002
Net Earnings (Loss): As reported		$	(329,871	)	$	(2,858,220	)
Pro forma stock based compensation costs under the fair value method, net of tax			(138,392	)		(93,608	)

	Pro forma	$	(468,263	)	$	(2,951,828	)
Basic EPS:	As reported Pro forma	$ $	0.00 (0.01	)	$ $	(0.05 (0.05	) )
Diluted EPS:	As reported Pro forma	$ $	0.00 (0.01	)	$ $	(0.05 (0.05	) )

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 2003: expected volatility of 165% and risk-free interest rates of 5.50%. An expected life of 5.7 years was used for options granted to the employees and directors, respectively. No options were granted in 2002.

The FAS 123 method of accounting has not been applied to options granted prior to January 1, 1995, and accordingly the resulting pro forma compensation cost may not be representative of that to be expected in future years.

The Directors' Stock Option Plan provides for the grant of 20,000 stock options to each of the non-employee directors along with additional annual grants of stock options upon re-election as directors at the Company's annual meeting or at June 1 of each year if no annual meeting is held. Also, on January 15, 1992, the Board of Directors approved the grant of 577,248 stock options under the Employees' Stock Option Plan. All of the previously outstanding options were canceled upon the effectiveness of the new options. All of the options covered by this grant have been exercised or have expired unexercised at December 31, 2003. On August 10, 1994, the Board of Directors increased the available options under the Employees' Stock Option Plan and the Directors' Stock Option Plan to 850,000 and 150,000 options, respectively. There are 250,200 and 73,000 stock options outstanding under these plans, respectively at December 31, 2003. On October 11, 1995, the Board of Directors elected to discontinue grants under the Employees' Stock Option Plan with the adoption of a stock incentive plan covering key employees. The Stock Incentive Plan provides for the grant of a maximum of 750,000 stock options. These options may be qualified or nonqualified. On June 5, 1998, the Company's stockholders elected to increase the available options under the Stock Incentive Plan to 1,250,000 options. During 2000 the Company's board of directors elected to increase the available options under the Stock Incentive Plan to 4,000,000, subject to stockholder approval. Such approval was received in March 2001. As of December 31, 2003, there are 2,993,820 options outstanding under the Stock Incentive Plan.

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Additional details about the options granted under the stock option plans are as follows:

					At December 31, 2003
Date of Grant		Exercise Price		Options Granted	Options Available for Exercise	Options Exercised	Options Canceled	Options Outstanding
January 15, 1992		$	2.94	617,248	—	327,625	289,623	—
May 22, 1992		$	3.00	2,000	—	1,000	1,000	—

	Balances at December 31, 1992			619,248	—	328,625	290,623	—

February 26, 1993		$	2.50	10,000	—	2,500	7,500	—
May 27, 1993		$	3.50	2,000	—	500	1,500	—

	Balances at December 31, 1993			631,248	—	331,625	299,623	—

July 11, 1994		$	4.38	20,000	20,000	—	—	20,000
August 10, 1994		$	4.25	140,000	19,000	1,000	120,000	19,000
December 15, 1994		$	5.88	3,000	2,000	—	1,000	2,000

	Balances at December 31, 1994			794,248	41,000	332,625	420,623	41,000

February 24, 1995		$	4.13	210,000	100,000	—	110,000	100,000
April 12, 1995		$	3.88	10,000	10,000	—	—	10,000
May 26, 1995		$	3.75	40,000	20,000	—	20,000	20,000
August 16, 1995		$	8.38	100,000	100,000	—	—	100,000
August 31, 1995		$	6.88	127,508	40,200	—	87,308	40,200
October 11, 1995		$	6.94	35,000	35,000	—	—	35,000
December 19, 1995		$	5.50	3,000	2,000	—	1,000	2,000

	Balances at December 31, 1995			1,319,756	348,200	332,625	638,931	348,200

February 22, 1996		$	9.75	178,810	58,420	—	120,390	58,420
May 29, 1996		$	17.00	3,000	2,000	—	1,000	2,000
May 30, 1996		$	16.13	75,000	—	—	75,000	—
July 22, 1996		$	11.13	50,000	—	—	50,000	—

	Balances at December 31, 1996			1,626,566	408,620	332,625	885,321	408,620

February 10, 1997		$	7.125	182,405	57,300	—	125,105	57,300
April 1, 1997		$	5.50	55,000	55,000	—	—	55,000
May 1, 1997		$	5.00	3,000	2,000	—	1,000	2,000

	Balances at December 31, 1997			1,866,971	522,920	332,625	1.011,426	522,920

February 23, 1998		$	2.9375	172,000	94,000	—	78,000	94,000
June 5, 1998		$	2.50	3,000	2,000	—	1,000	2,000

	Balances at December 31, 1998			2,041,971	618,920	332,625	1,090,426	618,920

June 18, 1999		$	0.25	2,000	2,000	—	—	2,000

	Balances at December 31, 1999			2,043,971	620,920	332,625	1,090,426	620,920

September 27, 2000		$	0.20	2,250,000	1,687,500	—	—	2,250,000

	Balances at December 31, 2000			4,293,971	2,308,420	332,625	1,090,426	2,870,920

February 28, 2001		$	0.19	475,500	444,100	—	31,400	444,100
June 19, 2001		$	0.22	20,000	—	—	20,000	—

	Balances at December 31, 2001			4,789,471	2,752,520	332,625	1,141,826	3,315,020

			—	—	—	—	—

	Balances at December 31, 2002			4,789,471	2,752,520	332,625	1,141,826	3,315,020

June 1, 2003		$	0.04	3,000	—	—	1,000	2,000

	Balances at December 31, 2003			4,792,471	2,752,520	332,625	1,142,826	3,317,020

The exercise price for the options granted under the stock option plans has been the approximate market price of the common stock on the date granted. The terms of the options provide that no options may be exercised for one year after grant, and then for ratable exercise over the subsequent

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four-year period, with a total exercisable period of ten years. The weighted average fair value of options granted in 2003 was $0.04.

The exercise price for the options granted under the Stock Incentive Plan has been the approximate market price of the common stock on the date granted. The terms of the options are determined by the Board of Directors upon grant; however, no options may be exercised after a period of ten years. The weighted average fair value of options granted in 2003 was $0.04.

10. FEDERAL INCOME TAXES

The deferred federal income tax asset (liability) consists of the following:

		December 31,
		2003			2002
Property development costs—net of amortization		$	8,500,000		$	9,054,000
Accelerated depreciation			8,000			(36,000	)
Restoration reserves			1,213,000			1,601,000
Net operating loss and percentage depletion carryforwards			—			7,000
Valuation allowance and other—net			(9,721,000	)		(10,626,000	)

	Total deferred income tax asset (liability)	$	0		$	0

Major items causing the Company's tax provision to differ from the federal statutory rate of 34% were:

		For the Twelve Months Ended December 31,
		2003					2002
		Amount			% of Pretax Income		Amount			% of Pretax Income
Pretax loss		$	(329,871	)			$	(2,858,220	)

Pretax loss times statutory tax rate			(112,000	)	(34	)%		(972,000	)	(34	)%
Increases in taxes resulting from:
	Change in valuation allowance related to changes in temporary differences		112,000		34	%		972,000		34	%

Income tax benefit		$	0		0	%	$	0		0	%

The Company's net operating loss carryforwards generated in 2003 and in prior years have generally been valued, net of valuation allowance, at Alternative Minimum Tax ("AMT") rates imposed by the 1986 Tax Reform Act ("the 86 ACT"). It is assumed that these deferred tax assets will be realized at such rates.

At December 31, 2003, approximately $47,100,000 of percentage depletion (available for regular tax purposes) had not been utilized to shelter book income and is available to carry forward to future accounting periods. The Company received refunds of $138 and $305 from prior year's federal income payments in 2003 and 2002, respectively.

The Company also has available for regular federal income tax purposes at December 31, 2003 estimated net operating loss ("NOL") carryforwards of approximately $42,100,000 which expire primarily in 2005 through 2024, if not previously utilized. Following the sale of stock in 2001 use of the Company's NOL will be severely limited on an annual and aggregate basis. For this reason, the NOL is not included as a deferred tax asset in the table above.

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11. OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS

Other long-term liabilities and deferred credits on the balance sheet consisted of:

	December 31,
	2003		2002
Reserve for future restoration and reclamation costs, net of current portion of $83,000 in 2003 and 2002 (Note 1)	$	3,397,656	$	4,538,753
Long-term accounts and interest payable		27,996		19,896
Royalties payable		500,000		500,000
Deferred compensation		755,291		621,380

	$	4,680,943	$	5,680,029

12. COMMITMENTS AND CONTINGENCIES

The Company's mining operations are subject to federal and state regulations for the protection of the environment, including water quality. These laws are constantly changing and generally becoming more restrictive. The ongoing costs of complying with such regulations have not been significant to the Company's annual operating costs. Future mine closure and reclamation costs are provided for as each pound of uranium is produced on a unit-of-production basis. The Company reviews its reclamation obligations each year and determines the appropriate unit charge. The Company also evaluates the status of current environmental laws and their potential impact on their accrual for costs. The Company believes its operations are in compliance with current environmental regulations.

The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management does not believe that adverse decisions in any pending or threatened proceedings will have a material adverse effect on the Company's financial condition or results of operations.

13. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments," requires disclosure about the fair value of financial instruments. The Company is unable to assess the fair value of its debt instrument at December 31, 2003 due to the Company's financial position and its inability to secure comparable financing.

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EXHIBIT INDEX

Exhibit Number		Description
3.1*		Restated Certificate of Incorporation of the Company, as amended (filed with the Company's Annual Report on Form 10-K dated March 27, 1997,SEC File Number 000-17171).
3.1.1*		Certificate Amendment to the Certificate of Incorporation dated June 22, 1999 (filed with the Company's Quarterly Report on Form 10-Q dated August 16, 1999, SEC File Number 000-17171).
3.1.2*		Certificate Amendment to the Certificate of Incorporation dated March 23, 2001 (filed with the Company's Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
3.2*		Restated Bylaws of the Company (filed with the Company's Form S-3 Registration No. 333-17875 on December 16, 1996).
4.1*		Common Stock Purchase Agreement dated February 28, 2001 between the Company and Purchasers of the Common Stock of the Company (filed with the Company's Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
10.1*		Amended and Restated Directors Stock Option Plan (filed with the Company's Form S-8 Registration No. 333-00349 on January 22, 1996).
10.2*		Amended and Restated Employee's Stock Option Plan (filed with the Company's Form S-8 Registration No. 333-00403 on January 24, 1996).
10.3*		Amended and restated 1995 Stock Incentive Plan (filed with the Company's Form SB-2 Registration No. 333-73014 on November 8, 2001).
10.4*		Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and Leland O. Erdahl (filed with the Company's 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.5*		Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and George R. Ireland (filed with the Company's 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.6*		Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and Rudolf J. Mueller (filed with the Company's 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.7*		Summary of Supplemental Health Care Plan (filed with Amendment No. 1 to the Company's Form S-1 Registration Statement (File No. 33-32754) as filed with the Securities and Exchange Commission on February 20, 1990).
10.9*		License to Explore and Option to Purchase dated March 25, 1997 between Santa Fe Pacific Gold Corporation and Uranco, Inc. (filed with the Company's Annual Report on Form 10-K dated June 30, 1997, SEC File Number 000-17171).
10.12*		Compensation Agreement dated June 2, 1997 between the Company and Paul K. Willmott (filed with the Company's Annual Report on Form 10-K dated June 300, 1998, SEC File Number 000-17171).
10.13*		Compensation Agreement dated June 2, 1997 between the Company and Richard A. Van Horn (filed with the Company's Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.14*		Compensation Agreement dated June 2, 1997 between the Company and Thomas H. Ehrlich (filed with the Company's Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).

10.15*		Compensation Agreement dated June 2, 1997 between the Company and Mark S. Pelizza (filed with the Company's Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.16*		Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company's Annual Report on Form 10-K dated June 30, 1999, SEC File Number 000-17171).
10.18*		Kingsville Dome and Rosita Mines Agreement dated October 11, 2000 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company's Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
10.19*		Second Kingsville Dome and Rosita Mines Agreement dated January 1, 2002 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company's Annual Report on Form 10-K dated March 29, 2002, SEC File Number 000-17171).
10.20*		Agreed Order dated March 8, 2002 between the Texas Department of Health and URI, Inc. (filed with the Company's Annual Report on Form 10-K dated March 29, 2002, SEC File Number 000-17171)
10.21*		Third Kingsville Dome and Rosita Mines Agreement dated May 1, 2002 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company's Quarterly Report on Form 10-QSB dated August 31, 2002, SEC File Number 000-17171).
10.22*		Uranium Resources, Inc. Deferred Compensation Plan for 2002 (filed with the Company's Quarterly Report on Form 10-QSB dated November 13, 2002, SEC File Number 000-17171).
10.23*		Uranium Resources, Inc. Deferred Compensation Plan for 2003 (filed with the Company's Quarterly Report on Form 10-QSB dated November 13, 2002, SEC File Number 000-17171).
14		Uranium Resources, Inc. Code of Ethics for Senior Executives.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.