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
      1934





For
the quarterly period ended June 30, 2009





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





For the
transition period from _______________ to _______________.





Commission
file number 000-53727





United
Mines, Inc.


(Exact
Name of Company as Specified in its Charter)




Arizona
                (State
      or other jurisdiction of
                incorporation
      or organization)
              83-0452269
                (I.R.S.
      Employer
                Identification
      No.)11924
      N. Centaurus Place
                Oro
      Valley, AZ
                (Address
      of principal executive offices)
              85737
                (Zip
      Code)




(520) 742-3111(Registrant’s
      telephone number, including area code)(Former
      name, former address and former fiscal year, if changed since last
      report)





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





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 definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):





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





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes
 ̈     No
x.





Applicable
only to issuers involved in bankruptcy proceedings during the preceding five
years





Check whether the registrant filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after the distribution of securities under a plan confirmed by a
court.


Yes  ̈     No
 ̈.





Applicable
only to corporate issuers:





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.  As of August 10, 2009,
there were 10,642,987 shares of common stock, par value $0.001, issued and
outstanding.





UNITED
MINES, INC.





TABLE
OF CONTENTS





PART IITEM
      1.
                          
                          Financial
      Statements (unaudited).
                          
                          3ITEM
      2.
                          
                          Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                          
                          19ITEM
      3.
                          
                          Quantitative
      and Qualitative Disclosures About Market Risk.
                          
                          25ITEM
      4T.
                          
                          Controls
      and Procedures.
                          
                          26PART IIITEM
      1.
                          
                          Legal
      Proceedings.
                          
                          29ITEM
      1A.
                          
                          Risk
      Factors.
                          
                          29ITEM
      2.
                          
                          Unregistered
      Sales of Equity Securities and Use of Proceeds.
                          
                          30ITEM
      3.
                          
                          Defaults
      Upon Senior Securities.
                          
                          30ITEM
      4.
                          
                          Submission
      of Matters to a Vote of Security Holders.
                          
                          30ITEM
      5.
                          
                          Other
      Information.
                          
                          30ITEM
      6.
                          
                          Exhibits.
                          
                          30




2


PART
I-FINANCIAL INFORMATION





UNITED
MINES, INC.


(A
Exploration Stage Company)


BALANCE
SHEETS


June 30, 2009
                  
                  
                  December 31, 2008(unaudited)
                  
                  
                  (audited)ASSETS:CURRENT
      ASSETSCash
                  
                  $
                  1,699
                  
                  
                  $
                  11,427Prepaid
      expense
                  
                  
                  35,550
                  
                  
                  
                  35,550Total
      current assets
                  
                  
                  37,249
                  
                  
                  
                  46,977PROPERTY
      AND EQUIPMENT, net
                  
                  
                  1,612
                  
                  
                  
                  2,492OTHER
      ASSETSOther
      assets - mining claims
                  
                  
                  100,500
                  
                  
                  
                  100,500Deposit
                  
                  
                  11,000
                  
                  
                  
                  11,000111,500
                  
                  
                  
                  111,500TOTAL
      ASSETS
                  
                  $
                  150,360
                  
                  
                  $
                  160,968LIABILITIES
      AND STOCKHOLDERS' EQUITY:CURRENT
      LIABILITIES:Notes
      payable
                  
                  $
                  35,000
                  
                  
                  $
                  35,000Accounts
      payable
                  
                  
                  13,118
                  
                  
                  
                  3,756Accrued
      expenses and other liabilities
                  
                  
                  6,848
                  
                  
                  
                  5,112Advances
      from affiliates
                  
                  
                  105,535
                  
                  
                  
                  50,165Total
      current liabilities
                  
                  
                  160,501
                  
                  
                  
                  94,033Total
      liabilities
                  
                  
                  160,501
                  
                  
                  
                  94,033COMMITMENTS AND CONTINGENCIES
                  
                  
                  -
                  
                  
                  
                  -STOCKHOLDERS'
      EQUITY:Common
      stock, $.001 par value, 100,000,000 shares authorized; 10,642,897 issued
      and outstanding as of June 30, 2009 and December 31, 2008
                  
                  
                  10,643
                  
                  
                  
                  10,643Additional
      paid-in capital
                  
                  
                  3,814,544
                  
                  
                  
                  3,814,544Accumulated
      deficit during this exploration stage
                  
                  
                  (3,835,329
                  )
                  
                  
                  (3,758,251
                  )Total
      stockholders' equity (deficiency)
                  
                  
                  (10,141
                  )
                  
                  
                  66,936TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                  
                  $
                  150,360
                  
                  
                  $
                  160,968





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


3


UNITED
MINES, INC.


(A
Exploration Stage Company)


STATEMENTS
OF OPERATIONS - (unaudited)


For the PeriodThree Months Ended
                  
                  
                  Six Months Ended
                  
                  
                  from August 20, 1999June 30,
                  
                  
                  June 30,
                  
                  
                  (inception) through2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  June 30, 2009REVENUES:Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -OPERATING
      EXPENSES:General
      and administrative expenses
                  
                  
                  31,098
                  
                  
                  
                  107,933
                  
                  
                  
                  67,888
                  
                  
                  
                  317,467
                  
                  
                  
                  3,764,132Sales
      and marketing expenses
                  
                  
                  715
                  
                  
                  
                  1,468
                  
                  
                  
                  6,573
                  
                  
                  
                  8,397
                  
                  
                  
                  55,273Depreciation
      and amortization
                  
                  
                  440
                  
                  
                  
                  264
                  
                  
                  
                  880
                  
                  
                  
                  528
                  
                  
                  
                  3,671Total
      operating expenses
                  
                  
                  32,253
                  
                  
                  
                  109,665
                  
                  
                  
                  75,341
                  
                  
                  
                  326,392
                  
                  
                  
                  3,823,076OPERATING
      LOSS
                  
                  
                  (32,253
                  )
                  
                  
                  (109,665
                  )
                  
                  
                  (75,341
                  )
                  
                  
                  (326,392
                  )
                  
                  
                  (3,823,076
                  )OTHER
      INCOME (EXPENSE):Interest
      expense
                  
                  
                  (861
                  )
                  
                  
                  (3,063
                  )
                  
                  
                  (1,736
                  )
                  
                  
                  (6,125
                  )
                  
                  
                  (12,253
                  )TOTAL
      OTHER INCOME (EXPENSE)NET
      LOSS
                  
                  $
                  (33,114
                  )
                  
                  $
                  (112,728
                  )
                  
                  $
                  (77,077
                  )
                  
                  $
                  (332,517
                  )
                  
                  $
                  (3,835,329
                  )NET
      INCOME PER SHARE:Basic
      and diluted:
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.03
                  )Weighted
      average of number of shares outstanding
                  
                  
                  10,642,897
                  
                  
                  
                  10,174,797
                  
                  
                  
                  10,642,897
                  
                  
                  
                  10,174,797





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


4


UNITED
MINES, INC


(
A Exploration Stage Company)


STATEMENTS
OF CASH FLOWS - (unaudited)


For the PeriodSix Months Ended
                  
                  
                  from August 20, 1999June 30,
                  
                  
                  (inception) to2009
                  
                  
                  2008
                  
                  
                  June 30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                  
                  $
                  (77,077
                  )
                  
                  $
                  (332,517
                  )
                  
                  $
                  (3,835,329
                  )Adjustments
      to reconcile net loss to net cash  (used in) operating
      activities:Depreciation
      and amortization
                  
                  
                  880
                  
                  
                  
                  528
                  
                  
                  
                  3,671Amortization
      of conversion feature
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  8,750Common
      stock issued for compensation
                  
                  
                  -
                  
                  
                  
                  228,116
                  
                  
                  
                  3,366,829Changes
      in assets and liabilities:Accounts
      payable
                  
                  
                  9,363
                  
                  
                  
                  247
                  
                  
                  
                  13,120Accrued
      liabilities
                  
                  
                  1,736
                  
                  
                  
                  (13,642
                  )
                  
                  
                  6,857Net
      cash used in operating activities
                  
                  
                  (65,098
                  )
                  
                  
                  (117,268
                  )
                  
                  
                  (436,102
                  )CASH
      FLOWS FROM INVESTING ACTIVITIES:Deposit
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (11,000
                  )Purchase
      of Intangible Asset
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (5,784
                  )Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (16,784
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from common stock subscribed
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,000Advances
      from affiliates
                  
                  
                  55,370
                  
                  
                  
                  -
                  
                  
                  
                  118,610Advances
      to affiliates
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (13,075
                  )Proceeds
      from the issuance of common stock
                  
                  
                  -
                  
                  
                  
                  67,900
                  
                  
                  
                  329,050Net
      cash provided by financing activities
                  
                  
                  55,370
                  
                  
                  
                  67,900
                  
                  
                  
                  454,585-INCREASE
      IN CASH
                  
                  
                  (9,728
                  )
                  
                  
                  (49,368
                  )
                  
                  
                  1,699CASH,
      BEGINNING OF PERIOD
                  
                  
                  11,427
                  
                  
                  
                  52,639
                  
                  
                  
                  -CASH,
      END OF PERIOD
                  
                  $
                  1,699
                  
                  
                  $
                  3,271
                  
                  
                  $
                  1,699SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Taxes
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -





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


5


UNITED
MINES, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008





NOTE 1 -
DESCRIPTION OF BUSINESS





The
Company was incorporated under the laws of the State of Arizona on August 20,
1999 ("Inception Date") as Plae, Inc. to engage in the exploration of gold and
silver mining properties The Company has a calendar year end for reporting
purposes.  The Company owns several gold, silver and copper mining
claims.  The recoverability of amounts from the properties or claims
will be dependent upon the discovery of economically recoverable reserves,
confirmation of the Company's interest in the underlying properties and/or
claims, the ability of the Company to obtain necessary financing to satisfy the
expenditure requirements under the property and/or claim agreements and to
complete the development of the properties and/or claims, and upon future
profitable production or proceeds for the sale thereof.  The name was
changed on February 18, 2005 to King Mines, Inc. and then subsequently changed
to its current name on March 30, 2005.  No shares were issued until
the Company became United Mines, Inc.  The Company's corporate office
is located at 11924 N Centaurus PI, Oro Valley, AZ 85737.





NOTE 2 -
GOING CONCERN ISSUES





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America which
contemplate continuation of the Company as a going concern.  However,
the Company has sustained losses from operations and no revenues from
operations.  Through June 30, 2009, the Company accumulated a net loss
of $3,835,329.  Further, the Company has inadequate working capital to
maintain or develop its operations, and is dependent upon funds from private
investors and the support of certain stockholders.





These
factors raise substantial doubt about the ability of the Company to continue as
a going concern.  The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.  In this regard, Management is planning to raise any
necessary additional funds through loans and additional sales of its common
stock. There is no assurance that the Company will be successful in raising
additional capital.





The
Company's ability to meet its obligations and continue as a going concern is
dependent upon its ability to obtain additional financing, achievement of
profitable operations and/or the discovery, exploration, development and sale of
mining reserves.  The Company cannot reasonably be expected to earn
revenue in the exploration stage of operations.  Although the Company
plans to pursue additional financing, there can be no assurance that the Company
will be able to secure financing when needed or to obtain such financing on
terms satisfactory to the Company, if at all.





NOTE 3 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





The
Company prepares its financial statements in accordance with accounting
principles generally accepted in the United States of America.  
Significant accounting policies are as follows:


6





Basis
of Presentation





The
Company has produced minimal revenue from its principal business and is an
exploration stage company as defined by the Statement of Financial Accounting
Standards (SFAS) No. 7 “Accounting and Reporting by Exploration State
Enterprises”.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements.  These estimates and assumptions also affect
the reported amounts of revenues, costs and expenses during the reporting
period.  Management evaluates these estimates and assumptions on a
regular basis.  Actual results could differ from those
estimates.





Exploration
Stage Enterprise





The
Company's financial statements are prepared pursuant to the provisions of SFAS
No. 7, “Accounting for Development Stage Enterprises,” as it devotes
substantially all of its efforts to acquiring and exploring mining interests
that will eventually provide sufficient net profits to sustain the Company’s
existence. Until such interests are engaged in major commercial production, the
Company will continue to prepare its financial statements and related
disclosures in accordance with entities in the development stage.  Mining
companies subject to SFAS No. 7 are required to label their financial statements
as an “Exploratory Stage Company,” pursuant to guidance provided by SEC Guide 7
for Mining Companies.





Revenue
Recognition





As the
Company is continuing exploration of its mineral properties, no significant
revenues have been earned to date.  The Company recognizes revenues at
the time of delivery of the product to the customers.  Revenue
includes sales value received for our principle product, silver, and associated
by-product revenues from the sale of by-product metals consisting primarily of
gold and copper. Revenue is recognized when title to silver and gold passes to
the buyer and when collectibility is reasonably assured. The passing of title to
the customer is based on terms of the sales contract. Product pricing is
determined at the point revenue is recognized by reference to active and freely
traded commodity markets for example, the London Bullion Market, an active and
freely traded commodity market, for both gold and silver, in an identical form
to the product sold.





Pursuant
to guidance in Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition
for Financial Statements", revenue is recognized when persuasive evidence of an
arrangement exists, delivery has occurred, the price is fixed or determinable,
no obligations remain and collectibility is probable. The passing of title to
the customer is based on the terms of the sales contract. Product pricing is
determined at the point revenue is recognized by reference to active and freely
traded commodity markets, for example the London Bullion Market for both gold
and silver, in an identical form to the product sold.


7





Cash
and Cash Equivalents





The
Company considers all highly liquid investments with an original maturity of
year ended or less to be cash equivalents.  Cash equivalents include
cash on hand and cash in the bank.





Property
and Equipment





Property
and equipment is recorded at cost and depreciated over the estimated useful
lives of the assets using principally the straight-line method. When items are
retired or otherwise disposed of, income is charged or credited for the
difference between net book value and proceeds realized
thereon.  Ordinary maintenance and repairs are charged to expense as
incurred, and replacements and betterments are capitalized.





The range
of estimated useful lives used to calculated depreciation for principal items of
property and equipment are as follow:





Asset Category
              
              Depreciation/
                Amortization PeriodFurniture
      and Fixture
              
              3
      YearsOffice
      equipment
              
              3
      YearsLeasehold
      improvements
              
              5
      Years





Mine
Exploration and Development Costs





All
exploration costs are expensed as incurred. Mine development costs are
capitalized after proven and probable reserves have been identified.
 Amortization is calculated using the units-of-production method over the
expected life of the operation based on the estimated recoverable mineral
ounces.





Mineral
Properties





Significant
payments related to the acquisition of mineral properties, mineral rights, and
mineral leases are capitalized.  If a commercially mineable ore body is
discovered, such costs are amortized when production begins using the
units-of-production method based on proven and probable reserves. If no
commercially mineable ore body is discovered, or such rights are otherwise
determined to have no value, such costs are expensed in the period in which it
is determined the property has no future economic value.





Property
Evaluations





Management
of the Company will periodically review the net carrying value of its properties
on a property-by-property basis. These reviews will consider the net realizable
value of each property to determine whether a permanent impairment in value has
occurred and the need for any asset write-down. An impairment loss will be
recognized when the estimated future cash flows (undiscounted and without
interest) expected to result from the use of an asset are less than the carrying
amount of the asset.  Measurement of an impairment loss will be based on
the estimated fair value of the asset if the asset is expected to be held and
used.





Although
management will make its best estimate of the factors that affect net realizable
value based on current conditions, it is reasonably possible that changes could
occur in the near term which could adversely affect management's estimate of net
cash flows expected to be generated from its assets, and necessitate asset
impairment write-downs.


8




Reclamation
and Remediation Costs (Asset Retirement Obligations)





The
Company had no operating properties at June 30, 2009, but the Company’s mineral
properties will be subject to standards for mine reclamation that are
established by various governmental agencies. For these non-operating
properties, the Company accrues costs associated with environmental remediation
obligations when it is probable that such costs will be incurred and they are
reasonably estimable. Costs of future expenditures for environmental remediation
are not discounted to their present value. Such costs are based on management's
current estimate of amounts that are expected to be incurred when the
remediation work is performed within current laws and regulations.





It is
reasonably possible that due to uncertainties associated with defining the
nature and extent of environmental contamination, application of laws and
regulations by regulatory authorities, and changes in remediation technology,
the ultimate cost of remediation and reclamation could change in the future. The
Company continually reviews its accrued liabilities for such remediation and
reclamation costs as evidence becomes available indicating that its remediation
and reclamation liability has changed.




The
Company recognizes the fair value of a liability for an asset retirement
obligation in the period in which it is incurred, if a reasonable estimate of
fair value can be made.  The associated asset retirement costs are
capitalized as part of the carrying amount of the associated long-lived assets
and depreciated over the lives of the assets on a units-of-production basis.
 Reclamation costs are accreted over the life of the related assets and are
adjusted for changes resulting from the passage of time and changes to either
the timing or amount of the original present value estimate on the underlying
obligation.





Mineral
Property Rights





All
direct costs related to the acquisition of mineral property rights are
capitalized. Exploration costs are charged to operations in the period incurred
until such time as it has been determined that a property has economically
recoverable reserves, at which time subsequent exploration costs and the costs
incurred to develop a property are capitalized.





The
Company reviews the carrying values of its mineral property rights whenever
events or changes in circumstances indicate that their carrying values may
exceed their estimated net recoverable amounts. An impairment loss is recognized
when the carrying value of those assets is not recoverable and exceeds its fair
value. As of December 31, 2008, management has determined that no impairment
loss is required.





At such
time as commercial production may commence, depletion of each mining property
will be provided on a unit-of-production basis using estimated proven and
probable recoverable reserves as the depletion base. In cases where there are no
proven or probable reserves, depletion will be provided on the straight-line
basis over the expected economic life of the mine.


9





Asset
Retirement Obligations





The
Company plans to recognize liabilities for statutory, contractual or legal
obligations, including those associated with the reclamation of mineral and
mining properties and any plant and equipment, when those obligations result
from the acquisition, construction, development or normal operation of the
assets. Initially, a liability for an asset retirement obligation will be
recognized at its fair value in the period in which it is incurred. Upon initial
recognition of the liability, the corresponding asset retirement cost will be
added to the carrying amount of the related asset and the cost will be amortized
as an expense over the economic life of the asset using either the
unit-of-production method or the straight-line method, as appropriate. Following
the initial recognition of the asset retirement obligation, the carrying amount
of the liability will be increased for the passage of time and adjusted for
changes to the amount or timing of the underlying cash flows needed to settle
the obligation.





The
Company has posted reclamation bonds with the State of Arizona Reclamation Bond
Pool for its properties as required by the United States Bureau of Land
Management, to secure potential clean-up and land restoration costs if the
projects were to be abandoned or closed. The Company has recorded the cost of
these bonds as an asset in the accompanying balance sheets.





Impairment
of Long-Lived Assets





In
accordance with SFAS No. 144, long-lived assets, such as property, plant, and
equipment, and purchased intangibles, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Goodwill and other intangible assets are tested for
impairment annually. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset.  There were no events or changes in
circumstances that necessitated an impairment of long lived assets.





Income
Taxes





Deferred
income taxes are provided based on the provisions of SFAS No. 109, "Accounting
for Income Taxes" ("SFAS 109"), to reflect the tax consequences in future years
of differences between the tax bases of assets and liabilities and their
financial reporting amounts based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income.  Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be
realized.





Concentration
of Credit Risk





The
Company maintains its operating cash balances in banks in Oro Valley,
Arizona.  The Federal Depository Insurance Corporation (FDIC) insures
accounts at each institution up to $250,000.





Share-Based
Compensation


The
Company applies SFAS No. 123 “Share-Based Payments” (“SFAS No. 123(R)”) to
share-based compensation, which requires the measurement of the cost of services
received in exchange for an award of an equity instrument based on the
grant-date fair value of the award. Compensation cost is recognized when the
event occurs.  The Black-Scholes option-pricing model is used to estimate
the fair value of options granted.


10





Basic
and Diluted Net Loss Per Share





Net loss
per share was computed by dividing the net loss by the weighted average number
of common shares outstanding during the period.  The weighted average
number of shares was calculated by taking the number of shares outstanding and
weighting them by the amount of time that they were outstanding.  Diluted
net loss per share for the Company is the same as basic net loss per share, as
the inclusion of common stock equivalents would be antidilutive.  At June
30, 2009 the common stock equivalents consisted of no options and no common
stock warrants.





Fair
Value of Financial Instruments




The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties other than in a
forced sale or liquidation.





The
carrying amounts of the Company’s financial instruments, including cash,
accounts payable and accrued liabilities, income tax payable and related party
payable approximate fair value due to their most maturities.





Reclassifications




Certain
prior year amounts have been reclassified to conform to the current period
presentation for comparative purposes.





Recent
Accounting Pronouncements





Recent
accounting pronouncements that the Company has adopted or that will be required
to adopt in the future are summarized below.





Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting
Principles





In June
2009, the Financial Accounting Standards Board issued Statement “FASB” issued
Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles” (“SFAS No. 168”).  SFAS
No. 168 will become the single source of authoritative nongovernmental U.S.
generally accepted accounting principles (“GAAP”), superseding existing FASB,
American Institute of Certified Public Accountants (“AICPA”), Emerging Issues
Task Force (“EITF”), and related accounting literature.  SFAS No. 168
reorganizes the thousands of GAAP pronouncements into roughly 90 accounting
topics and displays them using a consistent structure.  Also included
is relevant Securities and Exchange Commission guidance organized using the same
topical structure in separate sections.  SFAS No. 168 will be
effective for financial statements issued for reporting periods that end after
September 15, 2009.  This statement will have an impact on the
Company’s financial statements since all future references to authoritative
accounting literature will be references in accordance with SFAS No.
168.


11





Subsequent
Events





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”.(“SFAS No. 165”)
This Statement establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued.  It requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date and is effective for interim and annual periods
ending after June 15, 2009.  We are currently assessing the impact of
the adoption of SFAS 165, if any, on our financial position, results of
operations or cash flows.





Interim
Disclosure about Fair Value of Financial Instruments





In April
2009, the FASB issued FASB Staff Position “FSP” No. SFAS 107-1 and APB 28-1,
“Interim Disclosures about Fair Value of Financial Instruments”.  This
FSP amends SFAS No. 107 to require disclosures about fair values of financial
instruments for interim reporting periods as well as in annual financial
statements.  The FSP also amends Accounting Principles Board Opinions
“APB Opinion” No. 28 to require those disclosures in summarized financial
information at interim reporting periods.  This FSP becomes effective
for interim reporting periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009.  The adoption of
this FSP is not expected to have a material impact on our consolidated financial
statements.





Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active





In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.”  This
FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active.  The FSP also provides examples for
determining the fair value of a financial asset when the market for that
financial asset is not active.  FSP FAS No. 157-3 was effective upon
issuance, including prior periods for which financial statements have not been
issued.  The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.





The
Hierarchy of Generally Accepted Accounting Principles





In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements.  SFAS No. 162 is effective 60
days 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 implementation of
this standard will not have a material impact on the Company's consolidated
financial position and results of operations.





Determination
of the Useful Life of Intangible Assets





In April
2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets under SFAS No. 142 “Goodwill and Other Intangible
Assets”.  The intent of this FSP is to improve the consistency between the
useful life of a recognized intangible asset under SFAS No. 142 and the period
of the expected cash flows used to measure the fair value of the asset under
SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally
accepted accounting principles.    The Company is currently
evaluating the potential impact of FSP FAS No. 142-3 on its consolidated
financial statements.


12





Disclosure
about Derivative Instruments and Hedging Activities





In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities, an amendment of SFAS No.
133.” This statement requires that objectives for using derivative instruments
be disclosed in terms of underlying risk and accounting designation. The Company
was required to adopt SFAS No. 161 on January 1, 2009. The adoption of SFAS
No.161 on January 1, 2009 did not have a material effect on the Company’s
consolidated financial statements





Fair
Value Option for Financial Assets and Financial Liabilities





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115,” which becomes effective on February 1, 2008, permits companies to choose
to measure many financial instruments and certain other items at fair value and
report unrealized gains and losses in earnings. Such accounting is optional and
is generally to be applied instrument by instrument. The election of this
fair-value option did not have a material effect on its consolidated financial
condition, results of operations, cash flows or disclosures.





Fair
Value Measurements





In
September 2006, the FASB No. 157, “Fair Value Measurements” (“SFAS No. 157”).
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles and expands
disclosures about fair value investments. SFAS No. 157 was effective for
financial assets and liabilities on January 1, 2008. The statement deferred the
implementation of the provisions of SFAS No. 157 relating to certain
non-financial assets and liabilities until January 1, 2009. The adoption of SFAS
No.157 on January 1, 2009 for financial assets and liabilities did not have a
material effect on the Company’s consolidated financial statements.





Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly





In April
2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly". This FSP provides additional
guidance for estimating fair value in accordance with FASB Statement No. 157,
Fair Value Measurements, when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate a transaction is not orderly. FSP FAS
No. 157-4 is effective for interim and annual reporting periods ending after
June 15, 2009, and shall be applied prospectively.  The Company is
currently assessing the impact of FSP FAS No. 157-4 on its financial position
and results of operations.


13





Recognition
and Presentation of Other-Than-Temporary Impairments





In April
2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments ". The objective of an
other-than-temporary impairment analysis under existing U.S. generally accepted
accounting principles (GAAP) is to determine whether the holder of an investment
in a debt or equity security for which changes in fair value are not regularly
recognized in earnings (such as securities classified as held-to-maturity or
available-for-sale) should recognize a loss in earnings when the investment is
impaired. An investment is impaired if the fair value of the investment is less
than its amortized cost basis. FSP FAS No. 115-2 and FAS No. 124-2 is effective
for interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. Earlier adoption for
periods ending before March 15, 2009, is not permitted.  The Company
is currently assessing the impact of FSP FAS No. 115-2 and FAS No. 124-2 on its
financial position and results of operations.





Interim
Disclosures about Fair Value of Financial Instruments





In April
2009, the FASB issued FSP FAS No. 107-1 and APB No. 28-1, “Interim Disclosures
about Fair Value of Financial Instruments". This FSP amends SFAS No. 107, Disclosures about Fair Value of
Financial Instruments,to require disclosures about fair value of
financialinstruments for interim
reporting periods of publicly traded companies as well as in annualfinancial statements.
This FSP also amends APB Opinion No. 28, Interim Financial Reporting,to require those disclosures in summarized financial information at
interim reporting periods. FSP FAS No. 107-1 is effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009.  The Company is currently assessing the
impact of FSP FAS No. 107-1 on its financial position and results of
operations





Amendments
to the Impairment Guidance of EITF Issue No. 99-20





In
January 2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No.
99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20". This
FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial
Interests That Continue to Be Held by a Transferor in Securitized Financial
Assets,” to achieve more consistent determination of whether an
other-than-temporary impairment has occurred. The FSP also retains and
emphasizes the objective of another than- temporary impairment assessment and
the related disclosure requirements in FASB Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities,and other related guidance. This Issue is
effective for interim and annual reporting periods ending after December 15,
2008, and shall be applied prospectively. Retrospective application to a prior
interim or annual reporting period is not permitted. The adoption of FSP EITF
99-20-1 did not have a material effect on the Company’s consolidated financial
statements




14




Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing


In June
2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 09-1,
“Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
Debt Issuance or Other Financing”. This Issue is effective for fiscal years
beginning on or after December 15, 2009, and interim periods within those fiscal
years for arrangements outstanding as of the beginning of those fiscal years.
Share lending arrangements that have been terminated as a result of counterparty
default prior to the effective date of this Issue but for which the entity has
not reached a final settlement as of the effective date are within the scope of
this Issue. This Issue requires retrospective application for all arrangements
outstanding as of the beginning of fiscal years beginning on or after December
15, 2009. This Issue is effective for arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009.
Early adoption is not permitted. The Company is currently assessing the impact
of FSP EITF 09-1 on its financial position and results of
operations.





NOTE 4 -
PROPERTY AND EQUIPMENT





The
Company has fixed assets as of June 30, 2009 and December 31, 2008 as
follows:





June 30,
                        
                        
                        December 31,2009
                        
                        
                        2008Equipment
                        
                        $
                        5,282
                        
                        
                        $
                        5,282Accumulated
      depreciation
                        
                        
                        (3,670
                        )
                        
                        
                        (2,790
                        )Total
                        
                        $
                        1,612
                        
                        
                        $
                        2,492





NOTE 5 –
PURCHASE OF MINING RIGHTS





On
October 1, 2005 the Company purchased 23 mining claims and related assets from
two then unrelated third parties in exchange for 3,600,000 common
shares.  Since the sellers did not obtain majority ownership of the
Company in the transaction it was accounted for as a purchase rather than a
reverse merger.





According
to the SEC SAB Topic 5G, “transfers of nonmonetary assets to a company by its
promoters or shareholders in exchange for stock prior to the company’s initial
public offering normally should be recorded at the transferor’s historic cost
basis determined under GAAP.”  Since the sellers were unable to
determine and document their historic cost as determined under GAAP, management
elected to record the purchase at an investment of $100,000, the estimated scrap
value of the equipment.





Additionally,
according to the SEC, Issues in Extractive Industries No. 1 “Recoverability of
capitalized costs is likely to be insupportable under FASB 121 prior to
determining the existence of a commercially minable deposit, as contemplated by
Industry Guide 7 for a mining company in the exploration stage.  As a
result, the staff would generally challenge capitalization of exploration costs,
and believes that those costs should be expensed as incurred during the
exploration state under US GAAP.”


15





NOTE 6 –
SHARE CAPITAL





On August
20, 1999 the Company authorized 1,000,000 and amended is Articles of
Incorporation in 2006 to 100,000,000 shares of common stock, at $.001 par value
and 10,642,897 are issued and outstanding as of June 30, 2009





During
the three months ended March 31, 2008, the Company issued 391,433 shares of its
common stock of those shares issued 74,200 were issued for cash of $ for $37,100
and 356,233 common shares were issued as consideration to consultants for the
fair value of the services rendered.  The value of those shares is
determined based on the value of the stock at the dates on which the agreements
were entered into for the services and the value of service
rendered.   During the period ended March 31, 2008, the Company
cancelled 39,000 shares of common stock valued at value of the stock at the
dates they were issued for services.  The value of these shares issued
were expensed in the period incurred.





During
the three months ended June 30, 2008, the Company issued 61,600 were issued for
cash of $30,800 and 175,400 common shares were issued as consideration to
consultants for the fair value of the services rendered.  The value of
those shares is determined based on the value of the stock at the dates on which
the agreements were entered into for the services and the value of service
rendered





There
were no shares, options, or warrants issued for the six months ended June 30,
2009





NOTE 7 –
COMMITMENTS AND CONTINGENCIES





The
Company may enter into various consulting agreements with outside consultants.
Certain of these agreements may include additional compensation on the basis of
performance.





NOTE 8 –
NOTES PAYABLE





On
December 7, 2007 the Company issued a 10% note payable to the Lebrecht Group, PC
for services to be rendered related to the registration of certain securities of
the Company.  The note and accrued interest are due December 7, 2008
and at the option of the holder are payable in full on the maturity date or in
12 monthly payments beginning on the maturity date.  The note and
accrued interest are convertible to common shares at any time at the option of
the holder at 75% of the average closing bid price on the five trading days
immediately preceding the conversion.  Management estimates that
20,000 shares may be issued if this conversion feature is
exercised.





In
accordance with generally accepted accounting principles, the 25% discount to
market related to the conversion feature has been reported as a component of
additional paid in capital.  Additionally, since this represents a
prepayment for services related to a future public offering, management has
elected to offset the cost to future capital raised as a result of the offering,
if any.


16





NOTE 9 -
INCOME TAXES





The
provision (benefit) for income taxes from continued operations for the six
months ended June 30, 2009 and 2008 consist of the following:







June 30,2009
                            
                            
                            2008Current:Federal
                            
                            $
                            -
                            
                            
                            $
                            -State
                            
                            
                            -
                            
                            
                            
                            --
                            
                            
                            
                            -Deferred:Federal
                            
                            $
                            23,848
                            
                            
                            $
                            100,986State
                            
                            
                            6,937
                            
                            
                            
                            29,37530,785
                            
                            
                            
                            130,361Benefit
      from the operating loss carryforward
                            
                            
                            (30,785
                            )
                            
                            
                            (130,361
                            )(Benefit)
      provision for income taxes, net
                            
                            $
                            -
                            
                            
                            $
                            -





The
difference between income tax expense computed by applying the federal statutory
corporate tax rate and actual income tax expense is as follows:





June 30,2009
                          
                          
                          2008Statutory
      federal income tax rate
                          
                          
                          34.0
                          %
                          
                          
                          34.0
                          %State
      income taxes and other
                          
                          
                          8.9
                          %
                          
                          
                          8.9
                          %Valuation
      Allowance
                          
                          
                          (42.9
                          )%
                          
                          
                          (42.9
                          )%Effective
      tax rate
                          
                          
                          -
                          
                          
                          
                          -





Deferred
income taxes result from temporary differences in the recognition of income and
expenses for the financial reporting purposes and for tax purposes. The tax
effect of these temporary differences representing deferred tax asset and
liabilities result principally from the
following:


17




June 30,2009
                    
                    
                    2008Net
      operating loss carryforward
                    
                    
                    30,785
                    
                    
                    
                    130,261Valuation
      allowance
                    
                    
                    (30,785
                    )
                    
                    
                    (130,261
                    )Deferred income tax
      asset
                    
                    $
                    -
                    
                    
                    $
                    -




The
Company has a net operating loss carryforward of approximately $3,835,329
available to offset future taxable income through 2029.





NOTE 10 -
COMMITMENTS AND CONTINGENCIES





The
Company may enter into various consulting agreements with outside consultants.
Certain of these agreements may include additional compensation on the basis of
performance.





NOTE 11 –
RELATED PARTY TRANSACTIONS





The
Company is managed by its key shareholders who are also officers and directors
of the Company.  The balance of notes payable to our key shareholders
for cash advanced to the Company for the six months ended June 30, 2009 is
$105,535 and $39,649 at December 31, 2008.  These advances do not
convert to common stock and they are non interest bearing advances.





An entity
affiliated with two of the shareholders provides office space and other support
on a month to month basis.  The entity has been reimbursed with both
stock and cash.





NOTE 12 –
SUBSEQUENT EVENTS





The
Company’s Registration Statement on Form S-1 went effective on June 29,
2009.  On July 14, 2009, the Company filed a Form 8-A12G to make it
subject to the reporting requirement of the Securities Exchange Act of 1934, as
amended.





*  *  *  *  *  *  *  *  *


18





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





This
quarterly report on Form 10-Q of United Mines, Inc. (referred to herein as
“UMI”, “we,” “us” or “Company”) for the three months ended June 30, 2009,
contains forward-looking statements, principally in this Section and “Business.”
Generally, you can identify these statements because they use words like
“anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar
terms. These statements reflect only our current expectations. Although we do
not make forward-looking statements unless we believe we have a reasonable basis
for doing so, we cannot guarantee their accuracy and actual results may differ
materially from those we anticipated due to a number of uncertainties, many of
which are unforeseen, including, among others, the risks we face as described in
this filing. You should not place undue reliance on these forward-looking
statements which apply only as of the date of this quarterly report. These
forward-looking statements are within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, and are intended to be covered by the safe harbors
created thereby. To the extent that such statements are not recitations of
historical fact, such statements constitute forward-looking statements that, by
definition, involve risks and uncertainties. In any forward-looking statement
where we express an expectation or belief as to future results or events, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation of belief will be accomplished.





We
believe it is important to communicate our expectations to our investors. There
may be events in the future, however, that we are unable to predict accurately
or over which we have no control. The risk factors listed in this filing, as
well as any cautionary language in our annual report on Form 10-K, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. Factors that could cause actual results or events to differ
materially from those anticipated, include, but are not limited to: our ability
to successfully develop new products; the ability to obtain financing for
product development; changes in product strategies; general economic, financial
and business conditions; changes in and compliance with governmental healthcare
and other regulations; changes in tax laws; and the availability of key
management and other personnel.





Overview





We were
originally incorporated under the name Plae, Inc., in the State of Arizona on
August 20, 1999.  At the time we operated under the name Plae, Inc.,
no business was conducted.  No books or records were maintained and no
meetings were held.   In essence, nothing was done after
incorporation until Glenn E. Martin took possession of Plae, Inc.  On
February 18, 2005, the corporate name was changed to King Mines, Inc. and then
subsequently changed to its current name, United Mines, Inc., on March 30,
2005.  No shares were issued until the company became United Mines,
Inc.


19


We are an
exploration stage mineral exploration company and have been in the mining
industry since January 2005, when we began doing business in the mining
industry.  An exploration stage company is one engaged in the search
for mineral deposits or reserves which are not in either the development or
production stage.  We currently own four groups of mining
claims.  These groups include one primary silver exploration stage
mining project, seven gold exploration stage mining projects, three copper
exploration stage projects, and one placer gold exploration stage project, all
in Arizona, USA.  To date we have no assurance that commercially
viable mineral deposits exist on any of the properties we own or where we have
mineral rights. Further exploration, at a significant cost to us, will be
required before a final evaluation as to the economic and legal feasibility of
the properties is determined.  If this evaluation determines that some
of the properties do have mineral deposits we will have to spend substantial
funds for their drilling and engineering studies before we will know if we have
a commercially viable mineral deposit (a reserve).  We obtained our
properties as follows:





In
October, 2005, we contracted with Glynn A. Burkhardt and Glynn G. Burkhardt, our
current Senior Vice President and our former Emeritus Chairman of the Board,
respectively, to transfer the rights and interests they held in 23 mining claim
to us, by quitclaim deed, in exchange for 3,600,000 shares of our common
stock.  These rights and interests were actually transferred to us in
June 2006 (See Exhibit 10.4 Quitclaim Deeds).





In March
and April 2006, we obtained 3 state “exploration permits” from the state of
Arizona, which are renewable on an annual basis for a maximum of 5
years.  The “exploration permits” are the precursor to obtaining a
lease from the state, but leases cannot be obtained until we either conduct
exploration for a year on the properties or show economic
feasibility.





During
2006, we acquired 69 additional unpatented mining claims on BLM land, including
the 9 claims that make up the Blue Copper mining property.





As a
result of these acquisitions, we currently own four groups of mining
claims.  These groups include one primary silver exploration stage
mining project, seven gold exploration stage mining projects, three copper
exploration stage projects, and one placer gold exploration stage project, all
in Arizona, USA.





Our four
groups of mining claims include 92 Unpatented Bureau of Land Management (BLM)
mining claims in Southern Arizona, USA, totaling 1,840 acres.  These
claims are renewable annually for $125 per claim and currently paid through
August 31, 2009.  (See Exhibit 99.1 Mining Claim Ledger for both our
38 material mining claims and our 54 non-material mining claims).





In
addition to the unpatented mining claims, we own three Arizona State Land
Department (ASLD) Mineral Exploration Permits, Nos. 08-110135, 08-110136 and
08-110137, each of which are each good for 5 years, currently thru April 13,
2011.  This Arizona state land department position totals 1,920 acres
of land.  These are renewable annually, at $2.00 per acre for year
one, no charge per acre for the second year, and $1.00 per acre for years 3-5,
plus a $500 renew application fee.  This fee had been paid thru April
13, 2010. (Exhibit 99.2 ASLD Mineral Exploration Permits).





For a
full description of the properties where we have mineral rights see Amendment
No. 4 to our Registration Statement on Form S-1 filed with the Commission on
June 5, 2009.


20





Critical
Accounting Policies




We
prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Our
management periodically evaluates the estimates and judgments made. Management
bases its estimates and judgments on historical experience and on various
factors that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates as a result of different assumptions or
conditions.





Accounting
Policies and Estimates





The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America requires our management to
make certain estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Our management periodically
evaluates the estimates and judgments made. Management bases its estimates and
judgments on historical experience and on various factors that are believed to
be reasonable under the circumstances. Actual results may differ from these
estimates as a result of different assumptions or conditions.





As such,
in accordance with the use of accounting principles generally accepted in the
United States of America, our actual realized results may differ from
management’s initial estimates as reported.  A summary of significant
accounting policies are detailed in notes to the financial statements which are
an integral component of this filing.





Revenue
Recognition





As the
Company is continuing exploration of its mineral properties, no significant
revenues have been earned to date. The Company recognizes revenues at the time
of delivery of the product to the customers.  Revenue includes sales
value received for our principle product, silver, and associated by-product
revenues from the sale of by-product metals consisting primarily of gold and
copper. Revenue is recognized when title to silver and gold passes to the buyer
and when collectibility is reasonably assured. The passing of title to the
customer is based on terms of the sales contract. Product pricing is determined
at the point revenue is recognized by reference to active and freely traded
commodity markets for example, the London Bullion Market, an active and freely
traded commodity market, for both gold and silver, in an identical form to the
product sold.





Pursuant
to guidance in Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition
for Financial Statements", revenue is recognized when persuasive evidence of an
arrangement exists, delivery has occurred, the price is fixed or determinable,
no obligations remain and collectibility is probable. The passing of title to
the customer is based on the terms of the sales contract. Product pricing is
determined at the point revenue is recognized by reference to active and freely
traded commodity markets, for example the London Bullion Market for both gold
and silver, in an identical form to the product sold.


21




Results
of Operation for the Three Months Ended June 30, 2009 Compared to the Three
Months Ended June 30, 2008





Results
of Operations





Three Months
                    Ended
                    June 30,
                    2009
                  
                  
                  Three Months
                    Ended
                    June 30,
                    2008Revenue
                  
                  $
                  -
                  
                  
                  $
                  -General
      and Administrative Expenses
                  
                  
                  31,098
                  
                  
                  
                  107,933Sales
      and Marketing Expenses
                  
                  
                  715
                  
                  
                  
                  1,468Depreciation
      and Amortization
                  
                  
                  440
                  
                  
                  
                  264Operating
      Loss
                  
                  
                  (32,253
                  )
                  
                  
                  (109,665
                  )Net
      Loss
                  
                  $
                  (33,114
                  )
                  
                  $
                  (112,728
                  )




Revenues





We did not have any revenues for the
three months ended June 30, 2009 or June 30, 2008.  To date we have
funded the business through sales of our common stock and from loans from our
officers and directors.  If we are not successful in raising funds
through the offering described herein, two of our principals, Glenn Martin, our
President, and Nicole Breen, our Secretary and Treasurer, have committed to put
in up to $25,000 per quarter as necessary to pay for our necessary business
expenses for at least the next twelve months.





Total
Operating Expenses





Our total
operating expenses for the three months ended June 30, 2009, consisted of
general and administrative expenses of $31,098, sales and marketing expenses of
$715, and depreciation and amortization of $440.  Our general and
administrative expenses consisted of mining claim maintenance, postage and
delivery, transfer agent fees, auto and office support staff.  Our
operating expenses for the three months ended June 30, 2008, consisted of
general and administrative expenses of $107,933, sales and marketing expenses of
$1,468, and depreciation and amortization expenses of $264.  Our
general and administrative expenses for the three months ended June 30, 2008,
consisted of mining claim maintenance, postage and delivery, transfer agent
fees, auto and office support staff.  Our general and administrative
expenses for the three months ended June 30, 2009 were significantly lower than
those for the three months ended June 30, 2008, due to us not issuing stock for
services during the period ended June 30, 2009, which we had done during the
same period one year earlier.




Net
Income (Loss)





Our net
loss for the three months ended June 30, 2009 was ($32,253), compared to
($112,728) for the three months ended June 30, 2008.  For both periods
our net loss consisted entirely of our operating expenses.  As noted
above, our total operating expenses for the period ended June 30, 2009, were
significantly less than those for the June 30, 2008, leading to the difference
in our net loss for the two periods.


22





Results
of Operation for the Six Months Ended June 30, 2009 Compared to the Six Months
Ended June 30, 2008





Results
of Operations





Six Months
                    Ended
                    June 30,
                    2009
                  
                  
                  Six Months
                    Ended
                    June 30,
                    2008Revenue
                  
                  $
                  -
                  
                  
                  $
                  -General
      and Administrative Expenses
                  
                  
                  67,888
                  
                  
                  
                  317,467Sales
      and Marketing Expenses
                  
                  
                  6,573
                  
                  
                  
                  8,397Depreciation
      and Amortization
                  
                  
                  880
                  
                  
                  
                  528Operating
      Loss
                  
                  
                  (75,341
                  )
                  
                  
                  (326,392
                  )Net
      Loss
                  
                  $
                  (77,077
                  )
                  
                  $
                  (332,517
                  )




Revenues





We did not have any revenues for the
six months ended June 30, 2009 or June 30, 2008, nor have we had any since our
inception on August 20, 1999.  To date we have funded the business
through sales of our common stock and from loans from our officers and
directors.  If we are not successful in raising funds through the
offering described herein, two of our principals, Glenn Martin, our President,
and Nicole Breen, our Secretary and Treasurer, have committed to put in up to
$25,000 per quarter as necessary to pay for our necessary business expenses for
at least the next twelve months.





Total
Operating Expenses





Our total
operating expenses for the six months ended June 30, 2009, consisted of general
and administrative expenses of $67,888, sales and marketing expenses of $6,573,
and depreciation and amortization of $880.  Our general and
administrative expenses consisted of mining claim maintenance, postage and
delivery, transfer agent fees, auto and office support staff.  Our
operating expenses for the six months ended June 30, 2008, consisted of general
and administrative expenses of $317,467, sales and marketing expenses of $8,397,
and depreciation and amortization expenses of $528.  Our general and
administrative expenses for the six months ended June 30, 2008, consisted of
mining claim maintenance, postage and delivery, transfer agent fees, auto and
office support staff.  Our general and administrative expenses for the
six months ended June 30, 2009 were significantly lower than those for the three
months ended June 30, 2008, due to us not issuing stock for services during the
period ended June 30, 2009, which we had done during the same period one year
earlier.


23




Net
Income (Loss)





Our net
loss for the six months ended June 30, 2009 was ($77,077), compared to
($332,517) for the six months ended June 30, 2008.  For both periods
our net loss consisted entirely of our operating expenses.  As noted
above, our total operating expenses for the period ended June 30, 2009, were
significantly less than those for the June 30, 2008, leading to the difference
in our net loss for the two periods.





Liquidity
and Capital Resources





Introduction





During
the six months ended June 30, 2009 and 2008, we did not generate positive
operating cash flows. Cash totaled $1,699 and $11,427 at June 30, 2009 and
December 31, 2008, respectively.





Our cash,
current assets, total assets, current liabilities, and total liabilities as of
June 30, 2009 and December 31, 2008, respectively, are as follows:





As of
                    June 30, 2009
                  
                  
                  As of
                    December 31, 2008
                  
                  
                  ChangeCash
                  
                  $
                  1,699
                  
                  
                  $
                  11,427
                  
                  
                  $
                  (9,728
                  )Total
      Current Assets
                  
                  
                  37,249
                  
                  
                  
                  46,977
                  
                  
                  
                  (9,728
                  )Total
      Assets
                  
                  
                  150,360
                  
                  
                  
                  160,968
                  
                  
                  
                  (10,608
                  )Total
      Current Liabilities
                  
                  
                  160,501
                  
                  
                  
                  94,033
                  
                  
                  
                  66,468Total
      Liabilities
                  
                  $
                  160,501
                  
                  
                  $
                  94,033
                  
                  
                  $
                  66,468





Cash
Requirements





We have very little cash available as
of June 30, 2009.  If we are not successful in raising funds through
the sale of our common stock, two of our principals, Glenn Martin, our
President, and Nicole Breen, our Secretary and Treasurer, have committed to put
in up to $25,000 per quarter as necessary to pay for our necessary business
expenses.  On October 1, 2008, Mr. Martin and Ms. Breen, agreed to
loan us up to $100,000, interest free and unsecured, as needed, during the
twelve months ending September 30, 2009, with any amounts loaned due to be paid
back one year from the date the money is given to us.  As of December
31, 2008, we had $49,600 in advances from Ms. Breen.  From January 1,
2009 to June 30, 2009, Ms. Breen loaned us an additional $25,870 and Mr. Martin
loaned us $20,000, respectively.  As of June 30, 2009, Ms. Breen has
loaned us a total of $73,970 and Mr. Martin has loaned us a total of $20,000,
for a total loans to us under this agreement of $93,970.  These loans
are pursuant to an oral agreement between Mr. Martin, Ms. Breen and the
company.  This agreement was ratified by our Board of
Directors.  However, we will require additional capital over and above
$25,000 per quarter to get our business operating at full strength and while we
hope to raise this capital with either a bridge loan or through the sale of our
common stock, but we cannot be assured that such funding will be
available.  Ms. Breen and Mr. Martin have both indicated they would be
willing to loan us up to an additional $250,000 total on similar terms as the
existing loans in the event it becomes necessary.


24





Sources
and Uses of Cash





Operations





We did
not receive any cash from operations for the six months ended June 30,
2009.  We used ($65,098) in cash for operating activities during this
period, compared to ($117,268) for the same period one year ago.  The
principal components of the increased net cash used in operations for the six
months ended June 30, 2009 were: (a) a net loss of ($77,077), (b) accounts
payable of $9,363, (c) accrued liabilities of $1,736, and (d) depreciation and
amortization of $880.  Until our operations grow we do not anticipate
we will generate significant cash from operating activities.  Until
that time we believe this figure will be fairly indicative our cash generation
and cash used for operations in a six month period.  Our net cash used
in operating activities was ($436,102) for the period from August 20, 1999
(inception) through June 30, 2009.





Investments





We did not have any provided by (used
in) investing activities for the six months ended June 30, 2009 or
2008.  For the period from August 20, 1999 (inception) to June 30,
2009, our net cash provided by (used in) investment activities was ($16,784) and
related to the purchase of intangible assets and deposits.





Financing





During the six months ended June 30,
2009, we had $55,370 in cash provided by financing activities, compared to
$67,900 for the same period one year ago.  All of our cash provided by
financing activities for these two periods related to proceeds from the
issuances of our common stock or loans from affiliates net of
repayments.  We anticipate that for the foreseeable future we will
have to rely on money raised from the sale of our stock and from advances from
our principals to pay our operating expenses.





Debt
Instruments, Guarantees, and Related Covenants





We have no disclosure required by
this Item.





ITEM
3.            Quantitative
and Qualitative Disclosures about Market Risk.





As a
smaller reporting company we are not required to provide the information
required by this Item. However, we opted to include the following
information.





The only
financial instruments we hold are cash and cash equivalents.





We are
currently billed by the majority of our vendors in U.S. dollars and we currently
bill the majority of our customers in U.S. dollars. However, our financial
results could be affected by factors such as changes in foreign currency rates
or changes in economic conditions.


25





ITEM
4T.         Controls and
Procedures.





(a) Disclosure Controls and
Procedures





We
conducted an evaluation, with the participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, as of June 30, 2009, to ensure that information required to be disclosed by
us in the reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities Exchange Commission's rules and forms, including to ensure that
information required to be disclosed by us in the reports filed or submitted by
us under the Exchange Act is accumulated and communicated to our management,
including our principal executive and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure. Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that as of June 30, 2009, our disclosure
controls and procedures were not effective at the reasonable assurance level due
to the material weaknesses identified and described in Item 4T.





(b) Management Report on Internal Control
Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange
Act, as amended, as a process designed by, or under the supervision of, our
principal executive and principal financial officer and effected by our board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles in the United States and includes those policies and
procedures that:





•
              Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect our transactions and any disposition of our
      assets;




•
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and




•
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect all misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.


26


A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. Our management assessed the
effectiveness of our internal control over financial reporting as of June 30,
2009. In making this assessment, our management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Based on this assessment,
Management has identified the following two material weaknesses that have caused
management to conclude that, as of June 30, 2009, our disclosure controls and
procedures, and our internal control over financial reporting, were not
effective at the reasonable assurance level:





1.           We
have not documented our internal controls. We have limited policies and
procedures that cover the recording and reporting of financial
transactions.  Management evaluated the impact of our failure to have
written documentation of our internal controls and procedures on our assessment
of our disclosure controls and procedures and has concluded that the control
deficiency that resulted represented a material weakness.





2.           We
do not have an independent Board of Directors or audit or compensation
committees.  Management is aware that an audit committee composed of
the requisite number of independent members along with a qualified financial
expert has not yet been established.  Considering the costs associated
with procuring and providing the infrastructure to support an independent audit
committee and the limited number of transactions, Management has concluded that
the risks associated with the lack of an independent audit committee are not
justified.  Management will periodically reevaluate this
situation.





3.           We
are not adequately segregating our duties.  Management is aware that
there is a lack of segregation of duties at the Company due to the small number
of employees dealing with general administrative and financial
matters.  However, at this time management has decided that
considering the abilities of the employees now involved and the control
procedures in place, the risks associated with such lack of segregation are low
and the potential benefits of adding employees to clearly segregate duties do
not justify the substantial expenses associated with such
increases.  Management will periodically reevaluate this
situation.





To
address these material weaknesses, management performed additional analyses and
other procedures to ensure that the financial statements included herein fairly
present, in all material respects, our financial position, results of operations
and cash flows for the periods presented. Accordingly, we believe that the
consolidated financial statements included in this report fairly present, in all
material respects, our financial condition, results of operations and cash flows
for the periods presented.





This
Quarterly Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only our management’s report in this
Quarterly Report.





(c) Remediation of Material
Weaknesses




Being aware of these material
weaknesses our management will be vigilant about ensuring they do not affect our
reporting obligations and will seek to remedy these issues when it is
financially feasible to do so.


27





(d) Changes in Internal Control over
Financial Reporting




This
filing contains our first report on internal control over financial reporting
and, therefore, there are no changes to report during our most recently
completed fiscal quarter.


28


PART
II – OTHER INFORMATION





ITEM
1.            Legal
Proceedings.





We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of
operations.  There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the
executive officers of our company or any of our subsidiaries, threatened against
or affecting our company, our common stock, any of our subsidiaries or of our
companies or our subsidiaries' officers or directors in their capacities as
such, in which an adverse decision could have a material adverse
effect.





ITEM
1A.         Risk
Factors.





As a
smaller reporting company we are not required to provide the information
required by this Item.  However, we did include risk factors in our
Amendment No. 4 to our Registration Statement on Form S-1 filed with the
Commission on June 5, 2009.  The following are updated or new risk
factors since the time of that filing:





We
lack an operating history and have losses which we expect to continue into the
future. As a result, we may have to suspend or cease activities.





We were
incorporated in August 20, 1999 and we have not started our proposed business
activities or realized any revenues. We have no operating history upon which an
evaluation of our future success or failure can be made. Our net loss was
$3,835,329 from inception to June 30, 2009. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:





·
            our
      ability to locate a profitable mineral
property


·
            our
      ability to generate revenues


·
            our
      ability to reduce exploration
costs.





Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral properties. As a result, we may not generate revenues
in the future. Failure to generate revenues will cause us to suspend or cease
activities.





Because we are
quoted onthe OTC
Bulletin Board instead of an exchange or national quotation system, our
investors may have a tougher time selling their stock or experience negative
volatility on the market price of our stock.





Our
common stock is traded on the OTC Bulletin Board. The OTC Bulletin is often
highly illiquid.  There is a greater chance of volatility for
securities that trade on the OTC Bulletin Board as compared to a national
exchange or quotation system.  This volatility may be caused by a
variety of factors, including the lack of readily available price quotations,
the absence of consistent administrative supervision of bid and ask quotations,
lower trading volume, and market conditions.  Investors in our common
stock may experience high fluctuations in the market price and volume of the
trading market for our securities.  These fluctuations, when they
occur, have a negative effect on the market price for our
securities.  Accordingly, our stockholders may not be able to realize
a fair price from their shares when they determine to sell them or may have to
hold them for a substantial period of time until the market for our common stock
improves.


29





ITEM
2.            Unregistered
Sales of Equity Securities and Use of Proceeds.





There
have been no events which are required to be reported under this
Item.





ITEM
3.            Defaults
upon Senior Securities.





There
have been no events which are required to be reported under this
Item.





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





There
have been no events required to be reported under this Item.





ITEM
5.            Other
Information.





Resignation
and Appointment of Directors and Officers





Effective
August 5, 2009, Donald J. Steinberg resigned as our Chief Financial Officer,
Chief Accounting Officer, and as a member of our Board of
Directors.  Robert Leitzman, our Vice President and a member of our
Board of Directors, was appointed as our Chief Financial Officer and Chief
Accounting Officer effective as of the same date.





Effective August 5, 2009, Roger
McCaslin was appointed as a member of our Board of Directors to fill the vacancy
left upon the death of Glynn G. Burkhardt and will serve out Mr. Burkhardt’s
term.





Mr.
McCaslin is currently employed at the Greenhorn Creek Guest Ranch in Quincy,
California, and the Tanque Verde Guest Ranch in Tucson, Arizona, where he has
worked since 2002, overseeing guests, employees and
livestock.  Mr. McCaslin was Facility Manager at Cobre Valley Mineral
Recovery from 1997 to 2004, where he was in charge of equipment, maintenance,
operations, surface and sub-surface testing, as well as spectrographic
equipment.





ITEM
6.            Exhibits.





(a)
            Exhibits








3.1
      (1)
                      
                      Articles
      of Incorporation of United Mines, Inc.3.2
      (1)
                      
                      Articles
      of Amendment to Articles of Incorporation3.3
      (1)
                      
                      Bylaws
      of United Mines, Inc.10.1
      (1)
                      
                      Stock
      Purchase/Consulting Agreement with Robert Metz dated January 2,
      200810.2
      (1)
                      
                      Stock
      Purchase/Consulting Agreement with Robert Leitzman dated November 10,
      200610.3
      (1)
                      
                      Quitclaim
      Deeds from Mssrs. Burkhardt and others21
      (1)
                      
                      Subsidiaries
      of United Mines, Inc.99.1
      (2)
                      
                      Mining
      Claim Ledger for Material and Non-Material
  Claims
  30




99.2
      (1)
                  
                  ASLD
      Mineral Exploration Permits99.3
      (2)
                  
                  Industry
      Guide No. 7 and Glossary of Mining and Mineral Resource
    Terms99.4
      (2)
                  
                  Permits,
      State Lease Maps, and Small Scale Location Map for the Cerro Colorado
      Project99.5
      (2)
                  
                  Project
      Area Project Area and Lode Claim Maps for the Blue Copper, Green Copper
      and Red Beds Mining
Claims




(1)           Incorporated
by reference from our registration statement on Form S-1, filed with the
Commission on December 30, 2008.





(2)           Incorporated
by reference from our registration statement on Form S-1 (Amendment #1), filed
with the Commission on March 20, 2009.


31


SIGNATURES





In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





United
      Mines, Inc.Dated:  August
      13, 2009
                    
                    /s/  Glenn
      E. MartinBy:
                    Glenn
      E. MartinIts:
                    President
      and Chairman of the BoardDated:  August
      13, 2009
                    
                    /s/  Robert
      LeitzmanBy:
                    Robert
      LeitzmanIts:
                    Chief
      Financial Officer, Principal Accounting
Officer




32