UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q








(Mark
One)





x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended June 30,
2009







o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period _____________ to
____________








Commission
file number 33-00215









UNITED
STATES ANTIMONY CORPORATION


(Exact name of registrant as specified
in its charter)








Montana
              
              81-0305822(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)






P.O. Box 643, Thompson Falls,
      Montana
                
                59873(Address
      of principal executive offices)
                
                (Zip
      code)








Registrant’s
telephone number, including area code:(406)
827-3523











Indicate
by check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  
x
YES    o NO








Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   o YES  
 o
NO








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








At May
15, 2009 the registrant had outstanding 50,843,535 shares of par value $0.01
common stock.





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
                
                Accelerated
      filer o
                
                Non-accelerated
      filer o
                  (Do
      not check if a smaller reporting company)
                
                Smaller
      reporting company þ







UNITED
STATES ANTIMONY CORPORATION


QUARTERLY
REPORT ON FORM 10-Q


FOR
THE PERIOD


ENDED
JUNE 30, 2009











TABLE
OF CONTENTS








Page




PART
      I – FINANCIAL INFORMATIONItem
      1:
                          Financial
      Statements
                          1-7Item
      2:
                          Management’s
      Discussion and Analysis of Results of Operations and Financial
      Condition
                          8-12Item
      3:
                          Quantitative
      and Qualitative Disclosure about Market Risk
                          12Item
      4:
                          Controls
      and Procedures
                          12-13PART
      II – OTHER INFORMATIONItem
      1:
                          Legal
      Proceedings
                          14Item
      2:
                          Unregistered
      Sales of Equity Securities and Use of Proceeds
                          14Item
      3:
                          Defaults
      upon Senior Securities
                          14Item
      4:
                          Submission
      of Matters to a Vote of Security Holders
                          14Item
      5:
                          Other
      Information
                          14Item
      6:
                          Exhibits
      and Reports on Form 8-K
                          14SIGNATURE
                          15CERTIFICATIONS
                          16-17
















[The
balance of this page has been intentionally left blank.]







PART
I-FINANCIAL INFORMATION





Item
1. Financial Statements


United
States Antimony Corporation and Subsidiaries


Consolidated
Balance Sheets




(Unaudited)June
      30,
                                  2009
                                
                                
                                December
      31,
                                  2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                                
                                $
                                92,900
                                
                                
                                $
                                53,848Accounts
      receivable, less allowancefor doubtful accounts of $7,872 and
      $10,000, respectively
                                
                                
                                96,366
                                
                                
                                
                                66,761Inventories
                                
                                
                                145,650
                                
                                
                                
                                109,217Total
      current assets
                                
                                
                                334,916
                                
                                
                                
                                229,826Properties,
      plants and equipment, net
                                
                                
                                3,076,933
                                
                                
                                
                                2,960,624Restricted
      cash for reclamation bonds
                                
                                
                                73,179
                                
                                
                                
                                80,664Total
      assets
                                
                                $
                                3,485,028
                                
                                
                                $
                                3,271,114LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Checks
      issued and payable
                                
                                $
                                31,643
                                
                                
                                $
                                20,282Accounts
      payable
                                
                                
                                568,568
                                
                                
                                
                                655,381Accrued
      payroll and payroll taxes
                                
                                
                                67,143
                                
                                
                                
                                53,080Other
      accrued liabilities
                                
                                
                                38,318
                                
                                
                                
                                57,695Deferred
      revenue
                                
                                
                                65,000
                                
                                
                                
                                65,441Accrued
      interest payable
                                
                                
                                26,703
                                
                                
                                
                                26,348Payable
      to related parties
                                
                                
                                7,252
                                
                                
                                
                                232,752Long-term
      debt, current
                                
                                
                                90,559
                                
                                
                                
                                114,596Convertible
      note payable to a related party
                                
                                
                                —
                                
                                
                                
                                100,000Total
      current liabilities
                                
                                
                                895,186
                                
                                
                                
                                1,325,575Long-term
      debt, noncurrent
                                
                                
                                49,522
                                
                                
                                
                                54,541Accrued
      reclamation and remediation costs, noncurrent
                                
                                
                                107,500
                                
                                
                                
                                107,500Total
      liabilities
                                
                                
                                1,052,208
                                
                                
                                
                                1,487,616Commitments
      and contingencies (Note 3)Stockholders'
      equity:Preferred
      stock $0.01 par value, 10,000,000 shares authorized:Series
      A:  no shares issued and outstanding
                                
                                
                                —
                                
                                
                                
                                —Series
      B: 750,000 shares issued and outstanding(liquidation
      preference $847,500)
                                
                                
                                7,500
                                
                                
                                
                                7,500Series
      C: 177,904 shares issued and outstanding(liquidation
      preference $97,847)
                                
                                
                                1,779
                                
                                
                                
                                1,779Series
      D: 1,751,005 shares issued and outstanding(liquidation
      preference and cumulative dividends of $4,549,838)
                                
                                
                                17,509
                                
                                
                                
                                17,509Common
      stock, $0.01 par vaue, 60,000,000 shares authorized;50,843,535
      and 45,868,535 shares issued and outstanding, respectively
                                
                                
                                508,435
                                
                                
                                
                                458,688Stock
      subscriptions receivable
                                
                                
                                (157,824
                                )
                                
                                
                                (83,333
                                )Additional
      paid-in capital
                                
                                
                                22,965,932
                                
                                
                                
                                22,015,681Accumulated
      deficit
                                
                                
                                (20,910,511
                                )
                                
                                
                                (20,634,326
                                )Total
      stockholders' equity
                                
                                
                                2,432,820
                                
                                
                                
                                1,783,498Total
      liabilities and stockholders' equity
                                
                                $
                                3,485,028
                                
                                
                                $
                                3,271,114




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




1


United
States Antimony Corporation and Subsidiaries
 Consolidated
Statements of Operations (Unaudited)


For
      the three months ended
                                        
                                        
                                        For
      the six months endedJune
      30, 2009
                                        
                                        
                                        June
      30, 2008
                                        
                                        
                                        June
      30, 2009
                                        
                                        
                                        June
      30, 2008Antimony
      DivisionRevenues
                                        
                                        $
                                        581,208
                                        
                                        
                                        $
                                        999,289
                                        
                                        
                                        $
                                        1,055,944
                                        
                                        
                                        $
                                        2,113,031Cost
      of sales:Production
      costs
                                        
                                        
                                        384,354
                                        
                                        
                                        
                                        793,505
                                        
                                        
                                        
                                        742,339
                                        
                                        
                                        
                                        1,618,233Depreciation
                                        
                                        
                                        6,440
                                        
                                        
                                        
                                        4,144
                                        
                                        
                                        
                                        12,881
                                        
                                        
                                        
                                        7,630Freight
      and delivery
                                        
                                        
                                        28,488
                                        
                                        
                                        
                                        46,759
                                        
                                        
                                        
                                        56,552
                                        
                                        
                                        
                                        112,544General
      and administrative
                                        
                                        
                                        21,546
                                        
                                        
                                        
                                        8,727
                                        
                                        
                                        
                                        40,301
                                        
                                        
                                        
                                        30,259Direct
      sales expense
                                        
                                        
                                        11,250
                                        
                                        
                                        
                                        11,250
                                        
                                        
                                        
                                        22,500
                                        
                                        
                                        
                                        22,500Total
      cost of sales
                                        
                                        
                                        452,078
                                        
                                        
                                        
                                        864,385
                                        
                                        
                                        
                                        874,573
                                        
                                        
                                        
                                        1,791,166Gross
      profit - antimony
                                        
                                        
                                        129,130
                                        
                                        
                                        
                                        134,904
                                        
                                        
                                        
                                        181,371
                                        
                                        
                                        
                                        321,865Zeolite
      DivisionRevenues
                                        
                                        
                                        347,783
                                        
                                        
                                        
                                        415,362
                                        
                                        
                                        
                                        668,500
                                        
                                        
                                        
                                        729,014Cost
      of sales:Production
      costs
                                        
                                        
                                        180,508
                                        
                                        
                                        
                                        261,861
                                        
                                        
                                        
                                        378,606
                                        
                                        
                                        
                                        528,184Depreciation
                                        
                                        
                                        50,107
                                        
                                        
                                        
                                        47,609
                                        
                                        
                                        
                                        99,704
                                        
                                        
                                        
                                        93,808Freight
      and delivery
                                        
                                        
                                        14,307
                                        
                                        
                                        
                                        33,980
                                        
                                        
                                        
                                        39,246
                                        
                                        
                                        
                                        53,203General
      and administrative
                                        
                                        
                                        24,545
                                        
                                        
                                        
                                        42,714
                                        
                                        
                                        
                                        76,452
                                        
                                        
                                        
                                        80,138Royalties
                                        
                                        
                                        46,157
                                        
                                        
                                        
                                        52,675
                                        
                                        
                                        
                                        90,238
                                        
                                        
                                        
                                        92,797Direct
      sales expense
                                        
                                        
                                        16,523
                                        
                                        
                                        
                                        17,161
                                        
                                        
                                        
                                        35,747
                                        
                                        
                                        
                                        37,461Total
      cost of sales
                                        
                                        
                                        332,147
                                        
                                        
                                        
                                        456,000
                                        
                                        
                                        
                                        719,993
                                        
                                        
                                        
                                        885,591Gross
      profit (loss) - zeolite
                                        
                                        
                                        15,636
                                        
                                        
                                        
                                        (40,638
                                        )
                                        
                                        
                                        (51,493
                                        )
                                        
                                        
                                        (156,577
                                        )Total
      revenues - combined
                                        
                                        
                                        928,991
                                        
                                        
                                        
                                        1,414,651
                                        
                                        
                                        
                                        1,724,444
                                        
                                        
                                        
                                        2,842,045Total
      cost of sales - combined
                                        
                                        
                                        784,225
                                        
                                        
                                        
                                        1,320,385
                                        
                                        
                                        
                                        1,594,566
                                        
                                        
                                        
                                        2,676,757Gross
      profit (loss) - combined
                                        
                                        
                                        144,766
                                        
                                        
                                        
                                        94,266
                                        
                                        
                                        
                                        129,878
                                        
                                        
                                        
                                        165,288Other
      operating (income) expenses:Corporate
      general and administrative
                                        
                                        
                                        80,037
                                        
                                        
                                        
                                        63,351
                                        
                                        
                                        
                                        208,498
                                        
                                        
                                        
                                        191,029Exploration
      expense
                                        
                                        
                                        73,684
                                        
                                        
                                        
                                        93,918
                                        
                                        
                                        
                                        148,622
                                        
                                        
                                        
                                        177,674Expired
      exclusivity contract
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (800,000
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (800,000
                                        )Gain
      on sale of properties, plants and equipment
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (41,268
                                        )Other
      operating (icome) expenses
                                        
                                        
                                        153,721
                                        
                                        
                                        
                                        (642,731
                                        )
                                        
                                        
                                        357,120
                                        
                                        
                                        
                                        (472,565
                                        )Income
      (loss) from operations
                                        
                                        
                                        (8,955
                                        )
                                        
                                        
                                        736,997
                                        
                                        
                                        
                                        (227,242
                                        )
                                        
                                        
                                        637,853Other
      (income) expenses:Interest
      (income) expense, net
                                        
                                        
                                        (3
                                        )
                                        
                                        
                                        6,776
                                        
                                        
                                        
                                        5,091
                                        
                                        
                                        
                                        14,622Factoring
      expense
                                        
                                        
                                        28,189
                                        
                                        
                                        
                                        28,991
                                        
                                        
                                        
                                        43,852
                                        
                                        
                                        
                                        63,194Other
      expenses
                                        
                                        
                                        28,186
                                        
                                        
                                        
                                        35,767
                                        
                                        
                                        
                                        48,943
                                        
                                        
                                        
                                        77,816Net
      income (loss)
                                        
                                        $
                                        (37,141
                                        )
                                        
                                        $
                                        701,230
                                        
                                        
                                        $
                                        (276,185
                                        )
                                        
                                        $
                                        560,037Net
      income (loss) per share ofcommon
      stock:Basic
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        0.02
                                        
                                        
                                        $
                                        (0.01
                                        )
                                        
                                        $
                                        0.01Diluted
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        0.01
                                        
                                        
                                        $
                                        (0.01
                                        )
                                        
                                        $
                                        0.01Weighted
      average shares outstanding:Basic
                                        
                                        
                                        46,595,843
                                        
                                        
                                        
                                        42,887,238
                                        
                                        
                                        
                                        42,923,306
                                        
                                        
                                        
                                        42,766,528Diluted
                                        
                                        
                                        46,595,843
                                        
                                        
                                        
                                        46,772,306
                                        
                                        
                                        
                                        42,923,306
                                        
                                        
                                        
                                        46,667,221




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




2


United
States Antimony Corporation and Subsidiaries


Consolidated
Statements of Cash Flows (Unaudited)


For
      the six months endedJune
      30, 2009
                              
                              
                              June
      30, 2008Cash
      Flows From Operating Activities:Net
      income (loss)
                              
                              $
                              (276,185
                              )
                              
                              $
                              560,037Adjustments
      to reconcile net income (loss) to net cashused by operating
      activities:Depreciation
      expense
                              
                              
                              112,585
                              
                              
                              
                              101,438Gain
      on sale of properties, plants and equipment
                              
                              
                              —
                              
                              
                              
                              (41,268
                              )Gain
      on expiration of exclusivity agreement
                              
                              
                              —
                              
                              
                              
                              (800,000
                              )Share-based
      compensation
                              
                              
                              39,000
                              
                              
                              
                              —Change
      in:Accounts
      receivable, net
                              
                              
                              (29,605
                              )
                              
                              
                              117,024Inventories
                              
                              
                              (36,433
                              )
                              
                              
                              18,503Accounts
      payable
                              
                              
                              (146,378
                              )
                              
                              
                              (42,147
                              )Accrued
      payroll and payroll taxes
                              
                              
                              14,063
                              
                              
                              
                              19,907Other
      accrued liabilities
                              
                              
                              (19,377
                              )
                              
                              
                              3,275Deferred
      revenue
                              
                              
                              (441
                              )
                              
                              
                              (43,398
                              )Accrued
      interest payable
                              
                              
                              355
                              
                              
                              
                              2,498Payable
      to related parties
                              
                              
                              (25,500
                              )
                              
                              
                              (11,150
                              )Net
      cash used by operating activities
                              
                              
                              (367,916
                              )
                              
                              
                              (115,281
                              )Cash
      Flows From Investing Activities:Purchase
      of properties, plants and equipment
                              
                              
                              (169,329
                              )
                              
                              
                              (150,595
                              )Proceeds
      from sale of properties, plants and equipment
                              
                              
                              —
                              
                              
                              
                              41,268Restricted
      cash for reclamation bonds
                              
                              
                              7,485
                              
                              
                              
                              (14,450
                              )Net
      cash used by investing activities
                              
                              
                              (161,844
                              )
                              
                              
                              (123,777
                              )Cash
      Flows From Financing Activities:Proceeds
      from sale of common stock, net of commissions
                              
                              
                              574,998
                              
                              
                              
                              199,000Proceeds
      from long-term debt
                              
                              
                              
                              
                              
                              
                              6,081Principal
      payments of long-term debt
                              
                              
                              (29,056
                              )
                              
                              
                              (11,719
                              )Payments
      received on stock subscription agreements
                              
                              
                              11,509
                              
                              
                              
                              —Change
      in checks issued and payable
                              
                              
                              11,361
                              
                              
                              
                              (23,271
                              )Net
      cash provided by financing activities
                              
                              
                              568,812
                              
                              
                              
                              170,091NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                              
                              
                              39,052
                              
                              
                              
                              (68,967
                              )Cash
      and cash equivalents at beginning of period
                              
                              
                              53,848
                              
                              
                              
                              81,747Cash
      and cash equivalents at end of period
                              
                              $
                              92,900
                              
                              
                              $
                              12,780SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONNoncash
      investing and financing activities:Warrants
      exercised for forgiveness of payable and interest to related
      party
                              
                              $
                              200,000
                              
                              
                              $
                              —Stock
      issued for conversion of convertible note payable to related
      party
                              
                              
                              100,000
                              
                              
                              
                              —Properties,
      plants and equipment acquired with A/P
                              
                              
                              59,566
                              
                              
                              
                              28,616Properties,
      plants & equipment acquired with long-term debt
                              
                              
                              —
                              
                              
                              
                              56,772




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




3


PART
I - FINANCIAL INFORMATION, CONTINUED:





United
States Antimony Corporation and Subsidiaries


Notes
to Consolidated Financial Statements (Unaudited)







1.             Basis
of Presentation and Changes in Accounting Policies:





The
unaudited consolidated financial statements have been prepared by the Company in
accordance with accounting principles generally accepted in the United States of
America for interim financial information, as well as the instructions to Form
10-Q.  Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of the
Company’s management, all adjustments (consisting of only normal recurring
accruals) considered necessary for a fair presentation of the interim financial
statements have been included. Operating results for the three month period
ended June 30, 2009 are not necessarily indicative of the results that may be
expected for the full year ending December 31, 2009.  Certain
consolidated financial statement amounts for the six month period ended June 30,
2008 have been reclassified to conform to the 2009
presentation.  These reclassifications had no effect on the net income
or accumulated deficit as previously reported.





For
further information refer to the financial statements and footnotes thereto in
the Company’s Annual Report on Form 10-K for the year ended December 31,
2008.





The
financial statements have been prepared on a going concern basis, which assumes
realization of assets and liquidation of liabilities in the normal course of
business.  At June 30, 2009, the Company had negative working capital
of approximately $560,000 and an accumulated deficit of approximately $20.9
million.  These factors, among others, indicate that there is
substantial doubt that the Company will be able to meet its obligations and
continue in existence as a going concern.  The financial statements do
not include any adjustments that may be necessary should the Company be unable
to continue as a going concern.  The Company’s management is
confident, however, given recent increases in pricing, the expectation of
acquiring new customers, and continued reduction in capital spending, that it
will be able to generate cash from operations and financing sources that will
enable it to meet its obligations over the next twelve months.





Fair Value
Measures





SFAS 157
requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. SFAS 157 establishes a fair
value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. SFAS 157 prioritizes
the inputs into three levels that may be used to measure fair
value:




·
            Level
      1: Applies to assets or liabilities for which there are quoted prices in
      active markets for identical assets or
  liabilities.





·
            Level
      2: Applies to assets or liabilities for which there are inputs other than
      quoted prices that are observable for the asset or liability such as
      quoted prices for similar assets or liabilities in active markets; quoted
      prices for identical assets or liabilities in markets with insufficient
      volume or infrequent transactions (less active markets); or model-derived
      valuations in which significant inputs are observable or can be derived
      principally from, or corroborated by, observable market
    data.





·
            Level
      3: Applies to assets or liabilities for which there are unobservable
      inputs to the valuation methodology that are significant to the
      measurement of the fair value of the assets or
  liabilities.







4


PART
I - FINANCIAL INFORMATION, CONTINUED:





United
States Antimony Corporation and Subsidiaries


Notes
to Consolidated Financial Statements (Unaudited), Continued:






Our
financial instruments consist principally of cash, accounts receivable, accounts
payable and accrued liabilities, and debt. We believe that the recorded values
of our financial instruments approximate their current fair values because of
their nature and respective maturity dates or durations.





2.             Earnings
(Loss) Per Common Share:





Basic
earnings per share is arrived at by dividing net income or loss available to
common stockholders by the weighted average number of common shares outstanding,
and does not include the impact of any potentially dilutive common stock
equivalents.  At June 30, 2009 common stock equivalents, including
warrants to purchase the Company’s common stock are excluded from the
calculations when their effect is antidilutive. For the six months ended June
30, 2009, no common stock equivalents are included as diluted weighted average
shares.





3.             Commitments
and Contingencies:





The
Company’s management believes that USAC is currently in substantial compliance
with environmental regulatory requirements and that its accrued environmental
reclamation and remediation costs are representative of management’s estimate of
costs required to fulfill its reclamation and remediation
obligations.  Such costs are accrued at the time the expenditure
becomes probable and the costs can reasonably be estimated.  The
Company recognizes, however, that in some cases future environmental
expenditures cannot be reliably determined due to the uncertainty of specific
remediation methods, conflicts between regulating agencies relating to
remediation methods and environmental law interpretations, and changes in
environmental laws and regulations.  Any changes to the Company’s
reclamation plans as a result of these factors could have an adverse effect on
the Company’s operations.  The range of possible losses in excess of
the amounts accrued cannot be reasonably estimated at this time.





At June
30, 2009 the Company accrued $50,802 for penalties assessed at the Bear River
Zeolite facility.  The Company is currently trying to eliminate the
penalty through an appeals process.





4.            
Concentrations of Risk





During
the quarters ended June 30, 2009 and 2008, approximately 37% and 68%,
respectively, of the Company's antimony revenues were generated by sales to one
customer.  The loss of the Company’s “key” customer could adversely
affect its business.





5.        
    Related Party Transactions





During
the second quarter of 2009, the Company paid $28,000 to a director of the
Company for development of Mexican mill sites.





In the
six month period ended June 30, 2009, the Company’s Principal Executive Officer
exercised his conversion rights under the Unsecured Convertible Note Payable
owed him at a conversion price of $0.20 per share, and was issued 500,000 shares
of common stock.





During
the six month period ended June 30, 2009, the Company’s Principal Executive
Officer exercised a stock purchase warrant held for $0.20 per share and was
issued 1,000,000 shares of common stock. The warrant was exercised using
interest and accounts payable formerly owed to him.











5


PART
I - FINANCIAL INFORMATION, CONTINUED:





United
States Antimony Corporation and Subsidiaries


Notes
to Consolidated Financial Statements (Unaudited), Continued:







6.         
    Business Segments





The
Company has two operating segments, antimony and zeolite.  Management
reviews and evaluates the operating segments exclusive of interest and factoring
expenses.  Therefore, interest expense is not allocated to the
segments.  Selected information with respect to segments is as
follows:




For
      the three months ended
                        
                        
                        For
      the six months endedJune
      30, 2009
                        
                        
                        June
      30, 2008
                        
                        
                        June
      30, 2009
                        
                        
                        June
      30, 2008Capital
      expenditures:AntimonyUnited
      States
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        —Mexico
                        
                        
                        164,571
                        
                        
                        
                        103,642
                        
                        
                        
                        206,999
                        
                        
                        
                        111,201Subtotal
      Antimony
                        
                        
                        164,571
                        
                        
                        
                        103,642
                        
                        
                        
                        206,999
                        
                        
                        
                        111,201Zeolite
                        
                        
                        7,127
                        
                        
                        
                        77,003
                        
                        
                        
                        21,896
                        
                        
                        
                        124,781$
                        171,698
                        
                        
                        $
                        180,645
                        
                        
                        $
                        228,895
                        
                        
                        $
                        235,982








As
      of
                          June
      30, 2009
                        
                        
                        As
      of
                          December
      31, 2008Properties,
      plants and equipment, net:AntimonyUnited
      States
                        
                        $
                        81,255
                        
                        
                        $
                        94,137Mexico
                        
                        
                        1,338,052
                        
                        
                        
                        1,131,053Subtotal
      Antimony
                        
                        
                        1,419,307
                        
                        
                        
                        1,225,190Zeolite
                        
                        
                        1,657,626
                        
                        
                        
                        1,735,434$
                        3,076,933
                        
                        
                        $
                        2,960,624Inventory:AntimonyUnited
      States
                        
                        $
                        101,719
                        
                        
                        $
                        56,432Mexico
                        
                        
                        —
                        
                        
                        
                        —Subtotal
      Antimony
                        
                        
                        101,719
                        
                        
                        
                        56,432Zeolite
                        
                        
                        43,931
                        
                        
                        
                        52,785$
                        145,650
                        
                        
                        $
                        109,217Total
      Assets:AntimonyUnited
      States
                        
                        $
                        279,538
                        
                        
                        $
                        266,746Mexico
                        
                        
                        1,774,538
                        
                        
                        
                        1,131,053Subtotal
      Antimony
                        
                        
                        2,054,076
                        
                        
                        
                        1,397,799Zeolite
                        
                        
                        1,338,052
                        
                        
                        
                        1,818,867Corporate
                        
                        
                        92,900
                        
                        
                        
                        54,448$
                        3,485,028
                        
                        
                        $
                        3,271,114




6


PART
I - FINANCIAL INFORMATION, CONTINUED:





United
States Antimony Corporation and Subsidiaries


Notes
to Consolidated Financial Statements (Unaudited), Continued:







7.      
      Adoption of New Accounting
Principles





On
January 1, 2009, the Company adopted FASB Staff Position (“FSP”) FAS 157-2,
“Effective Date of FASB
Statement No. 157,” which delayed the effective date of FASB Statement
157 for one year for certain nonfinancial assets and nonfinancial liabilities,
excluding those that are recognized or disclosed in financial statements at fair
value on a recurring basis (that is, at least annually). For purposes of
applying the FSP, nonfinancial assets and nonfinancial liabilities include all
assets and liabilities other than those meeting the definition of a financial
asset or a financial liability in SFAS 159. This FSP deferred the effective date
of SFAS 157 to fiscal years beginning after November 15, 2008, and interim
periods within those fiscal years for items within the scope of this
FSP.  The Company had previously adopted SFAS No. 157 on January 1,
2008.  The adoption of FAS 157-2 did not have a material effect on the
Company.





On
January 1, 2009, the Company adopted FASB Staff Position (FSP) APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)”. This FSP specifies that issuers of such instruments should
separately account for the liability and equity components in a manner that will
reflect the entity’s nonconvertible debt borrowing rate when interest cost is
recognized in subsequent periods. The adoption of this statement did not have a
material effect on the Company’s financial statements.





On
January 1, 2009, the Company adopted SFAS No. 141 (R), “Business Combinations” (“SFAS
141(R)”) and SFAS No. 160, “Noncontrolling Interests in Consolidated
Financial Statements”. SFAS 141(R) requires an acquirer to measure the
identifiable assets acquired, the liabilities assumed and any noncontrolling
interest in the acquiree at their fair values on the acquisition date, with
goodwill being the excess value over the net identifiable assets acquired. SFAS
No. 160 clarifies that a noncontrolling interest in a subsidiary should be
reported as equity in the consolidated financial statements. The calculation of
earnings per share will continue to be based on income amounts attributable to
the parent.  The adoption of these statements did not have a material
effect on the Company’s financial statements.





On
January 1, 2009, the Company adopted SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133” (“SFAS 161”). SFAS 161 is intended to
improve financial standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. Entities are required to provide enhanced disclosures about: (a) how and
why an entity uses derivative instruments; (b) how derivative instruments and
related hedged items are accounted for under SFAS 133 and its related
interpretations; and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  The adoption of this statement did not have a material effect
on the Company’s financial statements.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It was effective November 15, 2008, following the SEC’s approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
“The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles”. The adoption of this statement did not have a material effect on
the Company’s financial statements.







7


PART
I - FINANCIAL INFORMATION, CONTINUED:





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





General





This
report contains both historical and prospective statements concerning the
Company and its operations.  Prospective statements (known as
"forward-looking statements") may or may not prove true with the passage of time
because of future risks and uncertainties.  The Company cannot predict
what factors might cause actual results to differ materially from those
indicated by prospective statements.





Results
of Operations





For
the three month period ended June 30, 2009 compared to the three month period
ended June 30, 2008.





The
Company’s operations resulted in a net loss of $37,141 for the three-month
period ended June 30, 2009, compared with net income of $701,230 for the same
period ended June 30, 2008.  The difference in income for the second
quarter of 2009 compared to the similar period of 2008 is primarily due to a
one-time increase in revenues in 2008 due to a gain of $800,000 from an expired
exclusivity contract.





Antimony
Division:





Total
revenues from antimony product sales for the second quarter of 2009 were
$581,208 compared with $999,289 for the comparable quarter of 2008, a decrease
of $418,081.  During the three-month period ended June 30, 2009, 37%
of the Company's revenues from antimony product sales were from sales to one
customer.  Sales of antimony products during the second quarter of
2009 consisted of 278,870 pounds at an average sale price of $2.08 per
pound.  During the second quarter of 2008, sales of antimony products
consisted of 366,383 poundsat an average sale price
of $2.73 per pound.  The significant decrease in both dollars and
pounds of antimony sold is primarily due to an inadequate supply of raw
materials available for production.





The cost
of antimony production was $384,354, or $1.38 per pound sold during the second
quarter of 2009 compared to $793,505 or $2.17 per pound sold during the second
quarter of 2008.  The decrease in cost per pound is primarily due to a
renegotiated raw material supply agreement.





Antimony
depreciation for the second quarter of 2009 was $6,440 compared to $4,144 for
the second quarter of 2008. The increase in depreciation is due to depreciation
of equipment purchased during the year.





Antimony
freight and delivery expense for the second quarter of 2009 was $28,488 compared
to $46,759 during the second quarter of 2008.  The decrease in freight
and delivery expense is primarily due to a decrease in the amount of freight
delivered.





General
and administrative expenses in the antimony division were $21,546 during the
second quarter of 2009 compared to $8,727 during the same quarter in
2008.  The increase is due to an increase in travel fees for Mexico
and insurance expenses.





Antimony
sales expenses were $11,250 for the second quarter of 2009 and the same for the
second quarter in 2008.








8


PART
I - FINANCIAL INFORMATION, CONTINUED:





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





Zeolite
Division:





Total
revenue from sales of zeolite products during the second quarter of 2009 were
$347,783 at an average sales price of $129.82 per ton, compared with the same
quarter sales in 2008 of $415,362 at an average sales price of $129.64 per
ton.





The cost
of zeolite production was $180,508, or $67.38 per ton sold, for the second
quarter of 2009 compared to $261,861, or $81.73 per ton sold, during the second
quarter of 2008.  The decrease was due to decreased labor expense
during the second quarter of 2009 compared to the second quarter of
2008.





Zeolite
depreciation for the second quarter of 2009 was $50,107 compared to $47,609 for
the second quarter of 2008.





Zeolite
freight and delivery for the second quarter of 2009 was $14,307 compared to
$33,980 for the second quarter of 2008.  The decrease is due to a
decrease in freight expense due to a program of having customers pay their own
freight.





During
the second quarter of 2009, the Company incurred costs totaling $24,545
associated with general and administrative expenses at Bear River Zeolite
Company, compared to $42,714 of such expenses in the comparable quarter of
2008.  The decrease is primarily due to a decrease in insurance and
travel expenses.





Zeolite
royalties expenses were $46,157 during the second quarter of 2009 compared to
$52,675 during the second quarter of 2008.  The decrease is due to a
decrease in tons of zeolite sold during the second quarter of 2009.





Zeolite
sales expenses were $16,523 during the second quarter of 2009 compared to
$17,161 during the second quarter of 2008.  The decrease is caused by
lower costs related to the direct selling expenses.





Administrative
Operations





General
and administrative expenses for the corporation were $80,037 during the second
quarter of 2009 compared to $63,351 for the same quarter in 2008. The increase
is due to increased office labor, telephone, and other miscellaneous
expenses.





Exploration
expense for the second quarter of 2009 was 73,684, a decrease of $20,234 from
the quarter ended June 30, 2008.  The decrease is primarily due to
decreases in Mexico antimony exploration.





Interest
income of $3 was earned during the second quarter of 2009 compared to $6,776
expensed during the second quarter of 2008.  The increase in income is
due to the conversion of a significant loan balance to common stock between
periods and higher earnings on interest-bearing accounts.





Accounts
receivable factoring expense was $28,189 during the second quarter of 2009
compared to $28,991 during the second quarter of 2008.








9


PART
I - FINANCIAL INFORMATION, CONTINUED:





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





For the six month period ended June
30, 2009 compared to the six month period ended June 30,
2008.





The
Company’s operations resulted in a net loss of $276,185 for the six month period
ended June 30, 2009, compared with net income of $560,037 for the same period
ended June 30, 2008.  The decrease in income of $836,222 for the first
six months of 2009 compared to the similar period of 2008 is primarily due to
the recognition of revenue related to an expired exclusivity contract in
2008.





Antimony
Division:





Total
revenues from antimony product sales for the first six months of 2009 were
$1,055,944 compared with $2,113,031 for the first six months of 2008, a decrease
of $1,057,087.  During the six month period ended June 30, 2009, 20%
of the Company's revenues from antimony product sales were from sales to one
customer.  Sales of antimony products during the first six months of
2009 consisted of 498,282 pounds at an average sale price of $2.12 per
pound.  During the first six months of 2008, sales of antimony
products consisted of 808,393 poundsat an average sale price
of $2.61 per pound. The decrease in sales was due to a lack of raw materials and
lower prices.





The cost
of antimony production was $742,339, or $1.49 per pound sold during the first
six months of 2009 compared to $1,618,233 or $2.00 per pound sold during the
first six months of 2008.  The decrease in price per pound is
primarily due to a renegotiated supply agreement.





Antimony
depreciation for the first six months of 2009 was $12,881 which was comparable
to $7,630 for the first six months of 2008.





Antimony
freight and delivery expense for the first six months of 2009 was $56,552
compared to $112,544 during the first six months of 2008.  The
decrease in freight and delivery expense is primarily due to decreased
production of antimony during 2009.





General
and administrative expenses in the antimony division were $40,301 during the
first six months of 2009 compared to $30,259 during the same period in
2008.  The increase is due to an increase in property tax expense,
travel fees for Mexico and insurance expense.





Antimony
sales expenses were $22,500 for the first six months of 2009 and
2008.





Zeolite
Division:





Total
revenue from sales of zeolite products during the first six months of 2009 were
$668,500 at an average sales price of $127.89 per ton compared with the same
period’s sales in 2008 of $729,014 at an average sales price of $127.21 per
ton.  The decrease in revenue for the first six months of 2009
compared to the first six months of 2008 was due to a decrease in tons sold
during the first six months of 2009.





The cost
of zeolite production was $378,606, or $72.43 per ton sold, for the first six
months of 2009 compared to $528,184, or $92.16 per ton sold, during the first
six months of 2008.  The decrease was principally due to new
management.





Zeolite
depreciation for the first six months of 2009 was $99,704 compared to $93,808
for the first six months of 2008.  The increase in depreciation is due
to the continued purchase of capital assets associated with zeolite
production.








10


PART
I - FINANCIAL INFORMATION, CONTINUED:





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





Zeolite
freight and delivery for the first six months of 2009 was $39,246 compared to
$53,203 for the first six months of 2008.  The decrease is due to
decreased fuel costs for freight delivery.





During
the first six months of 2009, the Company incurred costs totaling $76,452
associated with general and administrative expenses at Bear River Zeolite
Company, compared to $80,138 of such expenses in the comparable period of
2008.  The decrease was due to a decrease in travel expenses and
finance charges which offset increases in fine and penalty
expenses.





Zeolite
royalties expenses were $90,238 during the first six months of 2009 compared to
$92,797 during the first six months of 2008.





Zeolite
sales expenses were $35,747 during the first six months of 2009 compared to
$37,461 during the first six months of 2008.





Administrative
Operations





General
and administrative expenses for the corporation were $208,498 during the first
six months of 2009 compared to $191,029 for the first six months of
2008.  The increase is primarily due to increased director
compensation and accounting expenses which were partially offset by decreased
office labor and other expenses.





Exploration
expense decreased by $29,052 for the six months ended June 30, 2009 because of
decreased exploration in Mexico, and a shift to actual antimony
production.





The
Company recognized the entire $800,000 of deferred revenue related to an expired
exclusivity contract for zeolite in the first half of 2008.





The
company sold certain mining claims during the first six months of 2008 that
resulted in a gain on sale of property of $41,268 during the first six months of
2008. No mining claims were sold during the first six months of
2009.





Interest
expense of $5,091 was incurred during the first six months of 2009 compared to
$14,622 during the first six months of 2008.  The decrease in interest
resulted from increased interest income and lower outstanding debt principle
balances.





Accounts
receivable factoring expense was $43,852 during the first six months of 2009
compared to $63,194 during the first six months of 2008.  The decrease
is primarily due to fewer receivables factored in 2009.














11


PART
I - FINANCIAL INFORMATION, CONTINUED:





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





Financial
Condition and Liquidity





At June
30, 2009, Company assets totaled $3,485,028 and total stockholders’ equity was
$2,432,820. Total stockholders’ equity increased $649,322 from December 31,
2008, primarily because of sales of common stock and conversion of debt to
common stock, offset by net losses incurred. At June 30, 2009, the Company’s
total current liabilities exceeded its total current assets by $560,270. To
continue as a going concern, the Company must generate profits from its antimony
and zeolite sales and/or acquire additional capital resources through the sale
of its securities or from short and long-term debt financing. Without financing
and profitable operations, the Company may not be able to meet its obligations,
fund operations and continue in existence. While management is optimistic that
the Company will be able to sustain profitable operations and meet its financial
obligations, there can be no assurance of such results.  The Company’s
management is confident, however, given recent increases in pricing, the
expectation of acquiring new customers, and continued reduction in capital
spending, that it will be able to generate cash from operations and financing
sources that will enable it to meet its obligations over the next twelve
months.





Cash used
by operating activities during the first six months of 2009 was $367,916, and
resulted primarily from operating losses.





Cash used
by investing activities during the first six months of 2009 was $161,844 and
primarily related to the purchase of property, plant and equipment in Mexico for
anticipated operations.





Net cash
provided by financing activities was $568,812 during the first six months of
2009 and was primarily generated from proceeds from the sale of common stock and
exercise of warrants.






ITEM 3.  Quantitative and
Qualitative Disclosure about Market Risk.





Not
applicable for small reporting company.







ITEM
4.  Controls and Procedures





EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to management, as appropriate, to allow timely
decisions regarding required disclosure. Our president, who serves as the chief
accounting officer, conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of June 30,
2009.





Based
upon this evaluation, it was determined that there were material weaknesses
affecting our internal control over financial reporting and, as a result of
those weaknesses, our disclosure controls and procedures were not effective as
of June 30, 2009. These material weaknesses are as follows:





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








12


PART
I - FINANCIAL INFORMATION, CONTINUED:





ITEM
4.  Controls and Procedures, continued





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





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





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





MANAGEMENT'S
REMEDIATION INITIATIVES





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





CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING.





There
have been no changes during the quarter ended June 30, 2009 in the Company's
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, internal controls over financial
reporting.













13


PART
II - OTHER INFORMATION









Item
1.                  LEGAL
PROCEEDINGS





None





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





During
the three month period ended June 30, 2009, the Company sold shares of its
restricted common stock directly and through the exercise of outstanding stock
purchase warrants as follows: 2,900,000 shares for $0.20 per share ($580,000)
and 250,000 shares for $0.30 per share ($75,000).  Common stock sold
is restricted as defined under Rule 144.  In management's opinion, the
offer and sale of the securities were made in reliance on exemptions from
registration provided by Section 4(2) and Rule 506 of Regulation D of the
Securities Act of 1933, as amended and other applicable Federal and state
securities laws.  Proceeds received on sales of common stock were used
for general corporate purposes.





Item
3.                  DEFAULTS
UPON SENIOR SECURITIES





The
registrant has no outstanding senior securities.





Item
4.                  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





None





Item
5.                  OTHER
INFORMATION





None





Item
6.                  EXHIBITS
AND REPORTS ON FORM 8-K





Certifications





Certifications
Pursuant to the Sarbanes-Oxley Act





Reports
on Form 8-K None










14


SIGNATURE








Pursuant
to the requirements of Section 13 or 15(b) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.










UNITED
      STATES ANTIMONY CORPORATION
                (Registrant)Date: 
      August 14, 2009
              By:
              /s/ John
      C. LawrenceJohn
      C. Lawrence, Director and President(Principal
      Executive, Financial and Accounting Officer)
































15