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 September 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
November 16, 2009 the registrant had outstanding 51,687,091 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
SEPTEMBER 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)September
      30, 2009
                
                
                December
      31,
                  2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                23,422
                
                
                $
                53,848Accounts
      receivable, less allowancefor
      doubtful accounts of $7,872 and $10,000, respectively
                
                
                240,529
                
                
                
                66,761Inventories
                
                
                127,993
                
                
                
                109,217Total
      current assets
                
                
                391,944
                
                
                
                229,826Properties,
      plants and equipment, net
                
                
                3,173,811
                
                
                
                2,960,624Restricted
      cash for reclamation bonds
                
                
                73,199
                
                
                
                80,664Total
      assets
                
                $
                3,638,954
                
                
                $
                3,271,114LIABILITIES
      AND STOCKHOLDERS’
      EQUITYCurrent
      liabilities:Checks
      issued and payable
                
                $
                38,863
                
                
                $
                20,282Accounts
      payable
                
                
                529,753
                
                
                
                655,381Accrued
      payroll and payroll taxes
                
                
                69,309
                
                
                
                53,080Other
      accrued liabilities
                
                
                41,264
                
                
                
                57,695Deferred
      revenue
                
                
                148,612
                
                
                
                65,441Accrued
      interest payable
                
                
                27,354
                
                
                
                26,348Payable
      to related parties
                
                
                11,664
                
                
                
                232,752Long-term
      debt, current
                
                
                79,098
                
                
                
                114,596Convertible
      note payable to a related party
                
                
                —
                
                
                
                100,000Total
      current liabilities
                
                
                945,917
                
                
                
                1,325,575Long-term
      debt, noncurrent
                
                
                60,501
                
                
                
                54,541Accrued
      reclamation and remediation costs, noncurrent
                
                
                107,500
                
                
                
                107,500Total
      liabilities
                
                
                1,113,918
                
                
                
                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 $855,000)
                
                
                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 $4,590,987)
                
                
                17,509
                
                
                
                17,509Common
      stock, $0.01 par vaue, 60,000,000 shares authorized;51,334,091
      and 45,868,535 shares issued and outstanding, respectively
                
                
                513,340
                
                
                
                458,688Stock
      subscriptions receivable
                
                
                (156,000
                )
                
                
                (83,333
                )Additional
      paid-in capital
                
                
                23,101,137
                
                
                
                22,015,681Accumulated
      deficit
                
                
                (20,960,229
                )
                
                
                (20,634,326
                )Total
      stockholders’ equity
                
                
                2,525,036
                
                
                
                1,783,498Total
      liabilities and stockholders’ equity
                
                $
                3,638,954
                
                
                $
                3,271,114
 The
accompanying notes are an integral part of the consolidated financial
statements.
  - 1
-
 United
States Antimony Corporation and Subsidiaries
 Consolidated
Statements of Operations (Unaudited)
 
 For
      the three months ended
              
              
              For
      the nine months endedSeptember
      30, 2009
              
              
              September
      30, 2008
              
              
              September
      30, 2009
              
              
              September
      30, 2008Antimony
      DivisionRevenues
              
              $
              801,601
              
              
              $
              875,987
              
              
              $
              1,857,545
              
              
              $
              2,989,018Cost
      of sales:Production
      costs
              
              
              547,402
              
              
              
              717,159
              
              
              
              1,289,741
              
              
              
              2,335,392Depreciation
              
              
              27,965
              
              
              
              14,473
              
              
              
              40,846
              
              
              
              22,103Freight
      and delivery
              
              
              30,599
              
              
              
              46,342
              
              
              
              87,151
              
              
              
              158,886General
      and administrative
              
              
              20,658
              
              
              
              9,631
              
              
              
              60,959
              
              
              
              39,890Direct
      sales expense
              
              
              11,250
              
              
              
              11,250
              
              
              
              33,750
              
              
              
              33,750Total
      cost of sales
              
              
              637,874
              
              
              
              798,855
              
              
              
              1,512,447
              
              
              
              2,590,021Gross
      profit - antimony
              
              
              163,727
              
              
              
              77,132
              
              
              
              345,098
              
              
              
              398,997Zeolite
      DivisionRevenues
              
              
              411,369
              
              
              
              553,864
              
              
              
              1,079,869
              
              
              
              1,282,878Cost
      of sales:Production
      costs
              
              
              213,344
              
              
              
              299,148
              
              
              
              591,950
              
              
              
              827,332Depreciation
              
              
              50,262
              
              
              
              45,982
              
              
              
              149,966
              
              
              
              139,790Freight
      and delivery
              
              
              12,601
              
              
              
              44,766
              
              
              
              51,847
              
              
              
              97,969General
      and administrative
              
              
              39,473
              
              
              
              45,376
              
              
              
              115,925
              
              
              
              125,514Royalties
              
              
              53,208
              
              
              
              70,752
              
              
              
              143,446
              
              
              
              163,549Direct
      sales expense
              
              
              17,476
              
              
              
              19,067
              
              
              
              53,223
              
              
              
              56,528Total
      cost of sales
              
              
              386,364
              
              
              
              525,091
              
              
              
              1,106,357
              
              
              
              1,410,682Gross
      profit (loss) - zeolite
              
              
              25,005
              
              
              
              28,773
              
              
              
              (26,488
              )
              
              
              (127,804
              )Total
      revenues - combined
              
              
              1,212,970
              
              
              
              1,429,851
              
              
              
              2,937,414
              
              
              
              4,271,896Total
      cost of sales - combined
              
              
              1,024,238
              
              
              
              1,323,946
              
              
              
              2,618,804
              
              
              
              4,000,703Gross
      profit - combined
              
              
              188,732
              
              
              
              105,905
              
              
              
              318,610
              
              
              
              271,193Other
      operating (income) expenses:Corporate
      general and administrative
              
              
              101,049
              
              
              
              71,735
              
              
              
              309,547
              
              
              
              262,764Exploration
      expense
              
              
              117,631
              
              
              
              100,631
              
              
              
              266,253
              
              
              
              278,305Expired
      exclusivity contract
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (800,000
              )Gain
      on sale of properties, plants and equipment
              
              
              —
              
              
              
              (25,000
              )
              
              
              —
              
              
              
              (66,268
              )Other
      operating (icome) expenses
              
              
              218,680
              
              
              
              147,366
              
              
              
              575,800
              
              
              
              (325,199
              )Income
      (loss) from operations
              
              
              (29,948
              )
              
              
              (41,461
              )
              
              
              (257,190
              )
              
              
              596,392Other
      (income) expenses:Interest
      (income) expense, net
              
              
              892
              
              
              
              4,792
              
              
              
              5,983
              
              
              
              19,415Factoring
      expense
              
              
              18,878
              
              
              
              28,527
              
              
              
              62,730
              
              
              
              91,721Other
      expenses
              
              
              19,770
              
              
              
              33,319
              
              
              
              68,713
              
              
              
              111,136Net
      income (loss)
              
              $
              (49,718
              )
              
              $
              (74,780
              )
              
              $
              (325,903
              )
              
              $
              485,256Net
      income (loss) per share ofcommon
      stock:Basic
      and diluted
              
              $ NIL
              
              
              $ NIL
              
              
              $
              (0.01
              )
              
              $
              0.011Weighted
      average shares outstanding:Basic
              
              
              51,061,186
              
              
              
              43,233,454
              
              
              
              49,340,637
              
              
              
              42,923,306Diluted
              
              
              51,561,186
              
              
              
              45,561,787
              
              
              
              49,840,637
              
              
              
              46,033,307Diluted
              
              
              46,595,843
              
              
              
              42,645,817
              
              
              
              46,033,307
              
              
              
              41,021,940




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


- 2
-


United
States Antimony Corporation and Subsidiaries
 Consolidated
Statements of Cash Flows (Unaudited)
 For
      the nine months endedSeptember
      30, 2009
              
              
              September
      30, 2008Cash
      Flows From Operating Activities:Net
      income (loss)
              
              $
              (325,903
              )
              
              $
              485,256Adjustments
      to reconcile net income (loss) to net cashused
      by operating activities:Depreciation
      expense
              
              
              190,812
              
              
              
              161,893Gain
      on sale of properties, plants and equipment
              
              
              —
              
              
              
              (66,268
              )Gain
      on expiration of exclusivity agreement
              
              
              —
              
              
              
              (800,000
              )Share-based
      compensation
              
              
              39,000
              
              
              
              —Change
      in:Accounts
      receivable, net
              
              
              (173,768
              )
              
              
              60,383Inventories
              
              
              (18,776
              )
              
              
              67,207Accounts
      payable
              
              
              (198,298
              )
              
              
              (43,786
              )Accrued
      payroll and payroll taxes
              
              
              16,229
              
              
              
              (4,625
              )Other
      accrued liabilities
              
              
              (16,431
              )
              
              
              6,394Deferred
      revenue
              
              
              83,171
              
              
              
              (56,481
              )Accrued
      interest payable
              
              
              1,006
              
              
              
              3,001Payable
      to related parties
              
              
              (21,088
              )
              
              
              (19,617
              )Net
      cash used by operating activities
              
              
              (424,046
              )
              
              
              (206,643
              )Cash
      Flows From Investing Activities:Purchase
      of properties, plants and equipment
              
              
              (312,329
              )
              
              
              (216,396
              )Proceeds
      from sale of properties, plants and equipment
              
              
              —
              
              
              
              66,268Restricted
      cash for reclamation bonds
              
              
              7,465
              
              
              
              (14,474
              )Net
      cash used by investing activities
              
              
              (304,864
              )
              
              
              (164,602
              )Cash
      Flows From Financing Activities:Proceeds
      from sale of common stock, net of commissions
              
              
              715,108
              
              
              
              324,001Proceeds
      from long-term debt
              
              
              —
              
              
              
              6,437Principal
      payments of long-term debt
              
              
              (48,538
              )
              
              
              (19,410
              )Payments
      received on stock subscription agreements
              
              
              13,333
              
              
              
              —Change
      in checks issued and payable
              
              
              18,581
              
              
              
              (17,870
              )Net
      cash provided by financing activities
              
              
              698,484
              
              
              
              293,158NET
      DECREASE IN CASH AND CASH EQUIVALENTS
              
              
              (30,426
              )
              
              
              (78,087
              )Cash
      and cash equivalents at beginning of period
              
              
              53,848
              
              
              
              81,747Cash
      and cash equivalents at end of period
              
              $
              23,422
              
              
              $
              3,660SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONNoncash
      investing and financing activities:Warrants
      exercised for forgiveness of payable to related party
              
              $
              200,000
              
              
              $
              —Stock
      issued for conversion of convertible note payable to related
      party
              
              
              100,000
              
              
              
              —Stock
      issued for subscription receivable
              
              
              86,000
              
              
              
              —Properties,
      plants and equipment acquired with A/P
              
              
              72,670
              
              
              
              36,091Properties,
      plants & equipment acquired with long-term debt
              
              
              19,000
              
              
              
              76,788
  The
accompanying notes are an integral part of the consolidated 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 September 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 nine month period ended
September 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 Accounting Standards Board (FASB) issued the FASB Accounting Standards
Codification (ASC) on July 1, 2009, which is effective for reporting periods
ending on or after September 15, 2009. The ASC changed the way that U. S.
generally accepted accounting principles (U.S. GAAP) are referenced by
reorganizing the thousands of individual pronouncements that comprised U.S. GAAP
into 90 accounting topics utilizing a consistent structure for each topic. The
ASC does not change how the Company accounts for its transactions or the nature
of related disclosures made. However, when referring to guidance issued by the
FASB, the Company must now refer to topics in the ASC rather than to Statements
of Financial Accounting Standards or other accounting pronouncements. Any
references to U.S. GAAP in this report have been updated to reflect the guidance
in the ASC





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 September 30, 2009, the Company had negative working
capital of approximately $554,000 and an accumulated deficit of approximately
$21 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





ASC 820,
“Fair Value Measurements and
Disclosures”,requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. ASC 820
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. ASC 820
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 assets and liabilities consist principally of items measured using
Level 1 inputs including cash, accounts receivable, accounts payable and accrued
liabilities, and debt. Other non-financial assets, including mining claims and
accrued remediation are measured using Level 3 inputs. The recorded values of
our assets and liabilities approximate their current fair values using Level 1
or Level 3 inputs at September 30, 2009.





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 September 30, 2009 common stock equivalents,
including warrants to purchase the Company’s common stock are excluded from the
calculations since their effect is antidilutive.





3.       Commitments
and Contingencies:





The
Company’s management believes that USAC is currently in substantial compliance
with environmental regulatory requirements and that its accrued environmental
reclamation 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
September 30, 2009 the Company accrued $40,802 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 September 30, 2009 and 2008, approximately 50% and 72%,
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
nine month period ended September 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 nine month period ended September 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
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 nine months endedSeptember
      30, 2009
            
            
            September
      30, 2008
            
            
            September
      30, 2009
            
            
            September
      30, 2008Capital
      expenditures:AntimonyUnited
      States
            
            $
            22,000
            
            
            $
            25,000
            
            
            $
            22,000
            
            
            $
            34,515Mexico
            
            
            141,625
            
            
            
            46,818
            
            
            
            348,622
            
            
            
            87,977Subtotal
      Antimony
            
            
            163,625
            
            
            
            71,818
            
            
            
            370,622
            
            
            
            122,492Zeolite
            
            
            11,481
            
            
            
            32,397
            
            
            
            33,377
            
            
            
            206,783$
            175,106
            
            
            $
            104,215
            
            
            $
            403,999
            
            
            $
            329,275




As
      of September 30, 2009
              
              
              As
      of December 31, 2008Properties,
      plants and equipment, net:AntimonyUnited
      States
              
              $
              73,987
              
              
              $
              94,137Mexico
              
              
              1,480,980
              
              
              
              1,131,053Subtotal
      Antimony
              
              
              1,554,967
              
              
              
              1,225,190Zeolite
              
              
              1,618,844
              
              
              
              1,735,434$
              3,173,811
              
              
              $
              2,960,624Inventory:AntimonyUnited
      States
              
              $
              54,077
              
              
              $
              56,432Mexico
              
              
              —
              
              
              
              —Subtotal
      Antimony
              
              
              54,077
              
              
              
              56,432Zeolite
              
              
              73,916
              
              
              
              52,785$
              127,993
              
              
              $
              109,217Total
      Assets:AntimonyUnited
      States
              
              $
              338,273
              
              
              $
              266,746Mexico
              
              
              1,502,338
              
              
              
              1,131,053Subtotal
      Antimony
              
              
              1,840,611
              
              
              
              1,397,799Zeolite
              
              
              1,796,279
              
              
              
              1,818,867Corporate
              
              
              2,064
              
              
              
              54,448$
              3,638,954
              
              
              $
              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 provisions of ASC 820-10-55, “Fair Value Measurements and
Disclosure – Implementation”,  which delayed the effective date
of ASC 820 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 provisions, 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 ASC 825. These
provisions deferred the effective date of ASC 820 to fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years for items
within the scope of these provisions.  The Company had previously
adopted ASC 820 on January 1, 2008.  The adoption of ASC 820-11-55 did
not have a material effect on the Company.





On
January 1, 2009, the Company adopted provisions of ASC 470-20, “Debt with Conversion and Other
Options”. These provisions specify 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 these standards did
not have a material effect on the Company’s financial statements.





On
January 1, 2009, the Company adopted provisions of ASC 805, “Business Combinations”, and
ASC 810-10-65, “Noncontrolling Interests in Consolidated Financial Statements”.
ASC 805 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. ASC 810-10-65 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 standards did not have a material
effect on the Company’s financial statements.





On
January 1, 2009, the Company adopted provisions of ASC 815, “Derivatives and Hedging”.
ASC 815 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 ASC
815 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 standard did not
have a material effect on the Company’s financial statements.





8.       Subsequent
Events





We have
evaluated all events subsequent to the balance sheet date of September 30, 2009
through the date of filing this Form 10-Q with the SEC on November 16,
2009.  We have determined that there are no subsequent events that require
recognition or disclosure in these financial statements.





- 7
-


PART
I - FINANCIAL INFORMATION, CONTINUED:





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





General





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




Results
of Operations





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





The
Company’s operations resulted in a net loss of $49,718 for the three-month
period ended September 30, 2009, compared with net loss of $74,780 for the same
period ended September 30, 2008.  The difference in income for the
third quarter of 2009 compared to the similar period of 2008 is primarily due to
a decrease in production costs relative to revenues. Both period’s losses are
largely the result of expenses related to Mexican exploration.





Antimony
Division:





Total
revenues from antimony product sales for the third quarter of 2009 were $801,601
compared with $875,987 for the comparable quarter of 2008, a decrease of
$74,386.  During the three-month period ended September 30, 2009, 50%
of the Company’s revenues from antimony product sales were from sales to one
customer.  Sales of antimony products during the third quarter of 2009
consisted of 343,074 pounds at an average sale price of $2.34 per
pound.  During the third quarter of 2008, sales of antimony products
consisted of 320,431 poundsat an average sale price
of $2.73 per pound.  The decrease in antimony revenues is due to
declining prices for the commodity and decreased raw material
supplies.





The cost
of antimony production was $547,402, or $1.60 per pound sold during the third
quarter of 2009 compared to $717,159 or $2.24 per pound sold during the third
quarter of 2008.  The decrease in cost per pound is primarily due to a
renegotiated raw material supply agreement.





Antimony
depreciation for the third quarter of 2009 was $27,965 compared to $14,473 for
the third quarter of 2008. The increase in depreciation is due to the fact that
many assets were placed in service in Mexico during the third quarter of
2009.





Antimony
freight and delivery expense for the third quarter of 2009 was $30,599 compared
to $46,342 during the third 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 $20,658 during the
third quarter of 2009 compared to $9,631 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 third quarter of 2009 and the same for the
third 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 third quarter of 2009 were
$411,369 at an average sales price of $135.41 per ton, compared with the same
quarter sales in 2008 of $553,864 at an average sales price of $142.45 per
ton.





The cost
of zeolite production was $213,344, or $70.23 per ton sold, for the third
quarter of 2009 compared to $299,148, or $76.94 per ton sold, during the third
quarter of 2008.  The decrease was due to decreased labor expense
during the third quarter of 2009 compared to the third quarter of
2008.





Zeolite
depreciation for the third quarter of 2009 was $50,262 compared to $45,982 for
the third quarter of 2008.





Zeolite
freight and delivery for the third quarter of 2009 was $12,601 compared to
$44,766 for the third 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 third quarter of 2009, the Company incurred costs totaling $39,473
associated with general and administrative expenses at Bear River Zeolite
Company, compared to $45,376 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 $53,208 during the third quarter of 2009 compared to
$70,752 during the third quarter of 2008.  The decrease is due to a
decrease in tons of zeolite sold during the third quarter of 2009.





Zeolite
sales expenses were $17,476 during the third quarter of 2009 compared to $19,067
during the third 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 $101,049 during the third
quarter of 2009 compared to $71,735 for the same quarter in 2008. The increase
is due to increased office labor, telephone, and other miscellaneous
expenses.





Exploration
expense for the third quarter of 2009 was $117,631, an increase of $17,000 from
the quarter ended September 30, 2008.  The increase is primarily due
to increasing Mexican antimony exploration.





Interest
expense of $892 was incurred during the third quarter of 2009 compared to $4,792
expensed during the third quarter of 2008.  The decrease in expense 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 $18,878 during the third quarter of 2009
compared to $28,527 during the third quarter of 2008.  This decrease
is due to the fact that fewer invoices are being factored.








- 9
-


PART
I - FINANCIAL INFORMATION, CONTINUED:





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





For the nine month period ended
September 30, 2009 compared to the nine month period ended September 30,
2008.





The
Company’s operations resulted in a net loss of $325,903 for the nine month
period ended September 30, 2009, compared with net income of $485,256 for the
same period ended September 30, 2008.  The decrease in income of
$811,159 for the first nine 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. Mexican exploration costs were a major
contributing factor to the 2009 loss.





Antimony
Division:





Total
revenues from antimony product sales for the first nine months of 2009 were
$1,857,545 compared with $2,989,018 for the first nine months of 2008, a
decrease of $1,131,473.  During the nine month period ended September
30, 2009, 43% of the Company’s revenues from antimony product sales were from
sales to one customer.  Sales of antimony products during the first
nine months of 2009 consisted of 841,154 pounds at an average sale price of
$2.21 per pound.  During the first nine months of 2008, sales of
antimony products consisted of 1,128,824 poundsat an average sale price
of $2.65 per pound. The decrease in sales was due to a lack of raw materials and
lower prices.





The cost
of antimony production was $1,289,741, or $1.53 per pound sold during the first
nine months of 2009 compared to $2,335,392 or $2.07 per pound sold during the
first nine months of 2008.  The decrease in price per pound is
primarily due to a renegotiated supply agreement.





Antimony
depreciation for the first nine months of 2009 was $40,846 which was comparable
to $22,103 for the first nine months of 2008. This increase is primarily due to
the fact that many assets were placed in service in Mexico in 2009.





Antimony
freight and delivery expense for the first nine months of 2009 was $87,151
compared to $158,886 during the first nine 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 $60,959 during the
first nine months of 2009 compared to $39,890 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 $33,750 for the first nine months of 2009 and
2008.





Zeolite
Division:





Total
revenue from sales of zeolite products during the first nine months of 2009 were
$1,079,869 at an average sales price of $131.10 per ton compared with the same
period’s sales in 2008 of $1,282,878 at an average sales price of $133.37 per
ton.  The decrease in revenue for the first nine months of 2009
compared to the first nine months of 2008 was due to a decrease in tons sold
during the first nine months of 2009.





The cost
of zeolite production was $591,950, or $71.86 per ton sold, for the first nine
months of 2009 compared to $827,332, or $86.01 per ton sold, during the first
nine months of 2008.  The decrease was principally due to new
management.





- 10
-


PART
I - FINANCIAL INFORMATION, CONTINUED:





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





Zeolite
depreciation for the first nine months of 2009 was $149,966 compared to $139,790
for the first nine months of 2008.  The increase in depreciation is
due to the continued purchase of capital assets associated with zeolite
production.





Zeolite
freight and delivery for the first nine months of 2009 was $51,847 compared to
$97,969 for the first nine months of 2008.  The decrease is due to
decreased fuel costs for freight delivery.





During
the first nine months of 2009, the Company incurred costs totaling $115,925
associated with general and administrative expenses at Bear River Zeolite
Company, compared to $125,514 of such expenses in the comparable period of
2008.





Zeolite
royalties expenses were $143,446 during the first nine months of 2009 compared
to $163,549 during the first nine months of 2008.





Zeolite
sales expenses were $53,223 during the first nine months of 2009 compared to
$56,528 during the first nine months of 2008.





Administrative
Operations





General
and administrative expenses for the corporation were $309,547 during the first
nine months of 2009 compared to $262,764 for the first nine months of
2008.  The increase is primarily due to increased accounting and
telephone expenses and increased director compensation.





Exploration
expense decreased by $12,052 for the nine months ended September 30, 2009
because of decreased exploration in Mexico.





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 nine months of 2008 that
resulted in a gain on sale of property of $66,268 during the first nine months
of 2008. No mining claims were sold during the first nine months of
2009.





Interest
expense of $5,983 was incurred during the first nine months of 2009 compared to
$19,415 during the first nine months of 2008.  The decrease in
interest resulted from increased interest income and lower outstanding debt
principle balances.





Accounts
receivable factoring expense was $62,730 during the first nine months of 2009
compared to $91,721 during the first nine 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 Financial Condition,
      continued





Financial
Condition and Liquidity





At
September 30, 2009, Company assets totaled $3,638,954 and total stockholders’
equity was $2,525,036. Total stockholders’ equity increased $741,538 from
December 31, 2008, primarily because of sales of common stock and conversion of
debt to common stock, offset by net losses incurred. At September 30, 2009, the
Company’s total current liabilities exceeded its total current assets by
$553,973. 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 nine months of 2009 was $424,046, and
resulted primarily from operating losses.





Cash used
by investing activities during the first nine months of 2009 was $304,864 and
primarily related to the purchase of property, plant and equipment in
Mexico.





Net cash
provided by financing activities was $698,484 during the first nine 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 September 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 September 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 September 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 September 30, 2009, the Company sold shares of its
restricted common stock directly and through the exercise of outstanding stock
purchase warrants as follows: 70,556 shares for $0.20 per share ($14,111) and
420,000 shares for $0.30 per share ($126,000).  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)













By: /s/ John
      C. Lawrence
              John
      C. Lawrence, Director and President
                (Principal
      Executive, Financial and Accounting Officer)
            Date: November
      13, 2009

















- 15
-