8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 28, 2005

URANIUM RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-17171	75-2212772
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
650 South Edmonds, Suite 108, Lewisville, TX		75067
(Address of principal executive offices)		Zip Code

(972) 219-3330

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On July 28, 2005, the Registrant issued a press release regarding its financial results for the quarter ended March 31, 2005, and for the fiscal years ended December 31, 2004 and December 31, 2003.  The press release included restated financial results for these periods.  A copy of the press release is attached hereto as Exhibit 99.1.

On July 28, 2005, the Registrant filed its Second Amended Annual Report on Form 10-KSB for the calendar year ended December 31, 2004, which included restated financial statements for 2004 and 2003.

On July 28, 2004, the Registrant also filed an amended Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005, which included restated financials for the periods presented.

Item 9.01.  Financial Statements and Exhibits

Exhibit 99.1 Press Release dated July 28, 2005

2

SIGNATURES

Pursuant to the requirements 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.

	URANIUM RESOURCES, INC.
Date:  July 28, 2005	/s/ Paul K. Willmott
	Paul K. Willmott
	President, Chief Executive Officer
	and Chairman of the Board of Directors

3

Exhibit Index

Exhibit Number	Description
Exhibit 99.1	Press Release dated July 28, 2005

4

EX-99.1

Exhibit 99.1

Uranium Resources, Inc. Announces Restatement of 2003 and 2004 Financial Results and
Restatement of First Quarter 2005 Financial Results

LEWISVILLE, TEXAS—(BUSINESS WIRE)—July 28, 2005—Uranium Resources, Inc. (OTCBB: URIX) announced it filed today, with the Securities and Exchange Commission (SEC), its Second Amended Annual Report on Form 10-KSB for the year ended December 31, 2004.  The Company’s Second Amended Annual Report contains a restatement of the Company’s financial statements for the years ended December 31, 2004, and December 31, 2003.  In addition to the Second Amended Annual Report, the Company also filed a restatement of its financial statements for the first quarter ended March 31, 2005 on Form 10-QSB/A.  The restatements do not affect the Company’s cash flows or cash positions during those periods.

The Company stated that the financial statements previously included in the First Quarter 10-QSB and the 10-KSB/A filed April 26, 2005 should no longer be relied upon.  Rather, investors should rely on the restated financial results as filed today.

The Company has restated financial results for these periods because the Company has concluded that under Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities (“FAS 133”), its two long-term sales contracts meet the definition of derivative financial instruments and should be recorded on the balance sheet at fair value.  The Company is restating the appropriate financial statements today to reflect the foregoing.

Net Impact of Restatement

The Company has determined that at December 31, 2003, its long-term sales contracts met the definition of derivative financial instruments for financial statement reporting purposes, and as of such date, should be recorded on the balance sheet at fair value.  Changes in the fair value of such derivatives recorded on the balance sheet are recorded in the consolidated statements of operations and represent non-cash charges to operations for the present value of the loss the Company would incur in the event it would be required to purchase uranium in the spot market to satisfy the deliveries under both of the long-term sales contracts.

The initial liability recorded on the balance sheet at December 31, 2003 represents the estimated difference between the contracted sales price and the price to purchase the quantities the Company is obligated to deliver under each of its uranium sales contracts, present valued to the balance sheet date.  The current portion of the unrealized loss on derivatives represents such price difference for those deliveries scheduled within the next year.  Factors such as changes in uranium market prices, amendments to the delivery terms or prices, the physical delivery under the contracts of produced uranium and others will impact the amount of the liability.  As deliveries are made from the Company’s mine production, the amount of the liability will be reduced and a corresponding increase to earnings will result.  Changes in uranium prices would increase the liability related to the estimated cost of purchasing sufficient material

to deliver under these contracts in the future and would result in a charge to earnings in the period of such rising prices.  A decrease in future uranium prices would reduce the liability and result in a positive earnings impact in the period of falling prices.

Management applies significant judgment in estimating the fair value of instruments that are highly sensitive to assumptions regarding uranium prices and market volatilities.  Variations in these factors could materially affect amounts credited or charged to operations to reflect the changes in fair market value of derivatives.

Previously reported and restated numbers are included below for comprehensive purposes to help investors better understand the Company’s performance as compared to past periods.

The impact of such restatement to the financial statements at December 31, 2004 is:

	As Originally Presented			As Restated
Consolidated Balance Sheet
Liabilities and Shareholders Equity (Deficit)
Unrealized loss on derivatives, current portion	$	—		$	4,406,134
Total current liabilities	$	2,036,522		$	6,442,656
Unrealized loss on derivatives, net of current portion	$	—		$	11,439,976
Accumulated deficit	$	(60,102,822	)	$	(75,948,932	)
Total shareholders equity (deficit)	$	553,414		$	(15,292,696	)
Consolidated Statement of Operations
Unrealized loss on derivatives	$	—		$	13,111,772
Total cost of uranium sales	$	1,814,272		$	14,926,044
Loss from operations before corporate expenses	$	(804,989	)	$	(13,916,761	)
Loss from operations	$	(2,811,416	)	$	(15,923,188	)
Loss before accounting change	$	(2,752,984	)	$	(15,864,756	)
Net loss	$	(2,752,984	)	$	(15,864,756	)
Loss before accounting change per common share:
Basic and Fully Diluted	$	(0.02	)	$	(0.14	)
Net loss per common share:
Basic and Fully Diluted	$	(0.02	)	$	(0.14	)
Consolidated Statement of Shareholders Equity (Deficit)
Accumulated Deficit
Net Loss	$	(2,752,984	)	$	(15,864,756	)
Accumulated deficit	$	(60,102,822	)	$	(75,948,932	)
Consolidated Statement of Cash Flows
Net loss	$	(2,752,984	)	$	(15,864,756	)
Unrealized loss on derivatives	$	—		$	13,111,772

The impact of such restatement to the financial statements at December 31, 2003 is:

	As Originally Presented			As Restated
Consolidated Balance Sheet
Liabilities and Shareholders Equity (Deficit)
Unrealized loss on derivatives, net of current portion	$	—		$	2,734,338
Accumulated deficit	$	(57,349,838	)	$	(60,084,176	)
Total shareholders equity (deficit)	$	(4,065,792	)	$	(6,800,130	)
Consolidated Statement of Operations
Unrealized loss on derivatives	$	—		$	2,734,338
Total cost of uranium sales	$	1,137,551		$	3,871,889
Loss from operations before corporate expenses	$	(1,137,551	)	$	(3,871,889	)
Loss from operations	$	(2,021,255	)	$	(4,755,593	)
Loss before accounting change	$	(1,776,941	)	$	(4,511,279	)
Net loss	$	(329,871	)	$	(3,064,209	)
Loss before accounting change per common share:
Basic and Fully Diluted	$	(0.02	)	$	(0.06	)
Net loss per common share:
Basic and Fully Diluted	$	(0.00	)	$	(0.04	)
Consolidated Statement of Shareholders Equity (Deficit)
Accumulated Deficit
Net loss	$	(329,871	)	$	(3,064,209	)
Accumulated deficit	$	(57,349,838	)	$	(60,084,176	)
Consolidated Statement of Cash Flows
Net loss	$	(329,871	)	$	(3,064,209	)
Unrealized loss on derivatives	$			$	2,734,338

The impact of such restatement to the financial statements at March 31, 2005 is:

	As Originally Presented			As Restated
Consolidated Balance Sheet
Liabilities and Shareholders’ Equity (Deficit)
Unrealized loss on derivatives, current portion	$	—		$	4,415,600
Total current liabilities	$	2,869,947		$	7,015,547
Unrealized loss on derivatives, net of current portion	$	—		$	14,129,076
Deferred income taxes	$	14,000		$	—
Accumulated deficit	$	(60,046,245	)	$	(78,306,921	)
Total shareholders’ equity (deficit)	$	654,991		$	(17,605,685	)
Consolidated Statement of Operations
Unrealized loss on derivatives	$	—		$	2,428,566
Total cost of uranium sales	$	1,130,195		$	3,558,761
Earnings (loss) from operations before corporate expenses	$	576,266		$	(1,852,300	)
Earnings (loss) from operations	$	52,847		$	(2,375,719	)
Net earnings (loss) before income taxes	$	70,577		$	(2,357,989	)
Deferred income tax expense	$	14,000		$	—
Net earnings (loss)	$	56,577		$	(2,357,989	)
Net earnings (loss) per common share:
Basic and Fully Diluted	$	0.00		$	(0.02	)
Consolidated Statement of Cash Flows
Net earnings (loss)	$	56,577		$	(2,357,989	)
Unrealized loss on derivatives	$	—		$	2,428,566

Management’s Assessment of Company’s Internal Controls

The principal executive and principal financial officers of the Company have evaluated the effectiveness of the Company’s disclosure controls and procedures for the periods described above and have concluded that the disclosure controls and procedures were adequate and effective based upon their evaluation date, with the exception of a weakness in awareness of proper GAAP accounting for FAS 133 which resulted in restatement of the Company’s financial statements for the years ended December 31, 2004 and December 31, 2003, and the quarter ended March 31, 2005.  The Company intends to work more diligently to assure that errors of this type do not recur in the future.