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EX-32.1 - EXECUTIVE OFFICER CERTIFICATION - UNITED STATES ANTIMONY CORPexh32-1_16779.htm
EX-31.1 - EXECUTIVE OFFICER CERTIFICATION - UNITED STATES ANTIMONY CORPexh31-1_16779.htm
EX-21.01 - SUBSIDIARIES OF THE REGISTRANT - UNITED STATES ANTIMONY CORPexh21-01_16779.htm


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

FORM 10-K

(Mark One)
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009

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

Commission file number 33-00215
 
UNITED STATES ANTIMONY CORPORATION
(Exact name of registrant as specified in its charter)
 
Montana
81-0305822
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

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

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

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par value $.01 per share

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes  x   No  o
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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 “small reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer  o
Accelerated Filer  o
Non-Accelerated Filer  o
Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes  o  No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the average bid price of such stock, was $10,298,200 as of June 30, 2009.

At March 29, 2010, the registrant had 53,538,772 outstanding shares of par value $0.01 common stock.



 
 
 


TABLE OF CONTENTS
PART I

       
ITEM 1.
DESCRIPTION OF BUSINESS
3
 
 
General
3
 
 
History
3
 
 
Overview-2009
3
 
 
Antimony Division
3
 
 
Zeolite Division
5
 
 
Environmental Matters
5
 
 
Employees
7
 
 
Other
7
 
       
ITEM 1A.
RISK FACTORS
7
 
       
ITEM 1B.
UNRESOLVED STAFF COMMENTS
8
 
       
ITEM 2.
DESCRIPTION OF PROPERTIES
8
 
 
Antimony Division
8
 
 
Zeolite Division
8
 
       
ITEM 3.
LEGAL PROCEEDINGS
8
 
       
ITEM 4.
(REMOVED AND RESERVED)
8
 
       
PART II
 
       
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
8
 
       
ITEM 6.
SELECTED FINANCIAL DATA
9
 
       
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
9
 
       
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
11
 
       
ITEM 8.
FINANCIAL STATEMENTS
11
 
       
ITEM 9(T).
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
11
 
       
ITEM 9A
CONTROLS AND PROCEDURES
11
 
       
ITEM 9B
OTHER INFORMATION
12
 
       
PART III
 
       
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
12
 
       
ITEM 11.
EXECUTIVE COMPENSATION
14
 
       
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
14
 
       
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
15
 
       
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
15
 
       
PART IV
 
       
ITEM 15.
EXHIBITS AND REPORTS ON FORM 8-K
16
 
       
SIGNATURES
20
 
       
CERTIFICATIONS
21
 
       
FINANCIAL STATEMENTS
F1-F21
 

 
 

 
Item 1.  Description of Business

General

Explanatory Note:  As used in this report, the terms "we," "us" and "our" are used to refer to United States Antimony Corporation and, as the context requires, its management.

Some of the information in this Form 10-K contains forward-looking statements that involve substantial risks and uncertainties.  You can identify these statements by forward-looking words as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words.  You should read statements that contain these words carefully because they:
 
 
·
discuss our future expectations;
 
 
·
contain projections of our future results of operations or of our financial condition; and
 
 
·
state other "forward-looking" information.
 
History
 
United States Antimony Corporation (“USAC”) was incorporated in Montana in January 1970 to mine and produce antimony products.  In December 1983, we suspended antimony mining operations but continued to produce antimony products from domestic and foreign sources. In April 1998 we formed United States Antimony SA de CV (“USAMSA”) to min and smelt antimony in Mexico.  Bear River Zeolite Company (“BRZ”) was incorporated in 2000, and it mined and produces zeolite in southeastern Idaho.  On August 19, 2005, USAC formed Antimonio de Mexico, S. A. de C. V. to explore and develop antimony and silver deposits in Mexico. Our principal business is the production and sale of antimony and zeolite products.

Overview-2009

Antimony Sales
 
During 2009, sales of our antimony products decreased approximately 31% from that of 2008.  The profitability of the Antimony Division increased from $442,848 in 2008 to $505,582 in 2009.
 
Zeolite Sales
 
During 2009, sales of zeolite decreased 2% in 2009 from 2008 and the Zeolite Division and the gross profit increased from a $185,981 loss in 2008 to a profit of $16,882 in 2009.
 
Antimony Division

Our antimony mill and metallurgical plant are located in the Burns Mining District of Sanders County, Montana, approximately 15 miles west of Thompson Falls. We hold 3 patented mill sites which are contiguous, and 2 patented mill sites where the plant is located.  We have no "proven reserves" or "probable reserves" of antimony, as these terms are defined by the Securities and Exchange Commission.  Environmental restrictions preclude mining at this site.

Prior to 1984, we mined antimony ore underground by driving drifts and using slushers in room and pillar type stopes.  Mining was suspended in December 1983, because antimony could be purchased more economically from foreign sources.

Because we depend on foreign sources for raw materials, there are risks of interruption in procurement from these sources and/or volatile changes in world market prices for these materials that are not controllable by us.  We are currently developing sources of antimony ore through our sites in Mexico and working with suppliers in Central America, Europe and South America.

We currently own 100% of the common stock, equipment, and the lease on real property of United States Antimony, Mexico S.A. de C.V. ("USAMSA"), which was formed in April 1998.  This plant is currently ready to begin production. 

 
3

 
The San Miguel mine is located in the State of Queretaro, Mexico. The mine began operations in 2009 using equipment shipped from Montana.  We currently own 100% of the stock in Antimonia de Mexico SA de CV (AM) which owns the San Miguel Mine.

In our existing operations in Montana, from antimony raw materials we produce antimony oxide products of different particle size using proprietary furnace technology, several grades of sodium antimonate using hydro metallurgical techniques, and antimony metal.  Antimony oxide is a fine, white powder that is used primarily in conjunction with a halogen to form a synergistic flame retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper.  Antimony oxide is also used as a color fastener in paint, as a catalyst for production of polyester resins for fibers and film, as a phosphorescent agent in fluorescent light bulbs and as an opacifier for porcelains.  Sodium antimonate is primarily used as a fining agent (degasser) for glass in cathode ray tubes used in television picture tubes and as a flame retardant.  We also sell antimony metal for use in bearings, storage batteries and ordnance.

We estimate (but have not independently confirmed) that our present share of the domestic market for antimony oxide products is approximately 2-2.5%.  We are the only significant U.S. producer of antimony products.  The balance of domestic sales is foreign imports (primarily from China).

For the year ended December 31, 2009, we sold 1,103,824 pounds of antimony products generating $2,611,207 in revenues which is a decrease of 30%.  During 2008, we sold 1,362,598 pounds of antimony products generating $3,705,240.  During 2009 and 2008, approximately 40% and 65%, respectively, of our antimony sales were made to one customer.

Marketing We employ full-time marketing personnel and have negotiated various commission based sales agreements with other chemical distribution companies.

Antimony Price Fluctuations: Our operating results have been, and will continue to be, directly related to the market prices of antimony metal, which have fluctuated widely in recent years.  The volatility of prices is illustrated by the following table, which sets forth the average prices of antimony metal per pound as reported by sources deemed reliable by us.
 
Year
Average Price
2009
$2.28
2008
  2.88
2007
  2.52
2006
  2.28
2005
  1.73
2004
  1.32
2003
  1.21
2002
  0.88
2001
  0.58
2000
  0.67


 
4

 
 
The range of sales prices for antimony oxide per pound was as follows for the periods indicated:

Year
High
Low
Average Price
2009
$5.89
$1.78
$2.37
2008
  7.50
  2.35
  2.72
2007
  5.45
  2.23
  2.52
2006
  5.14
  1.76
  2.28
2005
  5.45
  1.36
  1.58
2004
  5.45
  0.95
  1.48
2003
  5.45
  1.01
  1.27
2002
  5.25
  0.71
  0.99
2001
  5.99
  0.66
  0.93
2000
  5.88
  0.65
  0.99


Antimony metal prices are determined by a number of variables over which we have no control.  These include the availability and price of imported metals, the quantity of new metal supply, and industrial and commercial demand.  If metal prices decline and remain depressed, our revenues and profitability may be adversely affected.

We use various antimony raw materials to produce our products.  We currently obtain antimony raw material from sources in Canada, the U.S and Europe.

Zeolite Division

We own 100% of Bear River Zeolite Company (BRZ), an Idaho corporation incorporated on June 1, 2000.  BRZ has a lease with Webster Farm, L.L.C. that entitles BRZ to surface mine and process zeolite on property located near Preston, Idaho, in exchange for a royalty payment  The royalty is a percentage of the zeolite sales price (FOB mine).  The current minimum annual royalty is $5,000.  In addition, BRZ has located more zeolite on U.S. Bureau of Land Management land.  During 2002, we sold additional royalty interests in BRZ to a company controlled by Al Dugan, a significant stockholder and, as such, an affiliate.  The royalties granted Mr. Dugan's company a payment equal to 3% of all gross sales (FOB mine) on zeolite products.  On a combined basis, royalties vary from 8%-13%.   BRZ has constructed a processing plant on the property and it has improved its productive capacity.  Through December 31, 2009, we had spent approximately $3,500,000 to purchase and construct the processing plant and develop sales.

We have no "proven reserves" or "probable reserves" of zeolite, as these terms are defined by the Securities and Exchange Commission.

"Zeolite" refers to a group of minerals that consist of hydrated aluminosilicates that hold cations such as calcium, sodium, ammonium and potassium in their crystal lattice.  Water is loosely held in cavities in the lattice.  BRZ's zeolite deposits have characteristics which make the mineral useful for a variety of purposes including:

 
·  
Soil Amendment and Fertilizer.  Zeolite has been successfully used to fertilize golf courses, sports fields, parks and common areas, and high value crops, including corn, potatoes, soybeans, red beets, acorn squash,
 
 
5

 
 
 
green beans, sorghum sudangrass, brussel sprouts, cabbage, carrots, tomatoes, cauliflower, radishes, strawberries, wheat, lettuce and broccoli.
 
·  
Water Filtration.  Zeolite is used for particulate, heavy metal and ammonium removal in swimming pools, municipal water systems, fisheries, fish farms, and aquariums.
 
·  
Sewage Treatment.  Zeolite is used in sewage treatment plants to remove nitrogen and as a carrier for microorganisms.
 
·  
Nuclear Waste and Other Environmental Cleanup.  Zeolite has shown a strong ability to selectively remove strontium, cesium and various other radioactive isotopes from solution.  Zeolite can also be used for the cleanup of soluble metals such as mercury, chromium, copper, lead, zinc, arsenic, molybdenum, nickel, cobalt, antimony, calcium, silver and uranium.
 
·  
Odor Control.  A major cause of odor around cattle, hog, and poultry feed lots is the generation of the ammonium in urea and manure.  The ability of zeolite to absorb ammonium prevents the formation of ammonia gas, which generates the odor.
 
·  
Gas Separation.  Zeolite has been used for some time to separate gases, to re-oxygenate downstream water from sewage plants, smelters, pulp and paper plants, and fish ponds and tanks, and to remove carbon dioxide, sulfur dioxide and hydrogen sulfide from methane generators as organic waste, sanitary landfills, municipal sewage systems and animal waste treatment facilities.
 
·  
Animal Nutrition.  Feeding up to 2% zeolite increases growth rates, decreases conversion rates, prevents worms, and increases longevity.
 
·  
Miscellaneous Uses.  Other uses include catalysts, petroleum refining, building applications, solar energy and heat exchange, desiccants, pellet binding, horse and kitty litter, floor cleaner and carriers for insecticides, pesticides and herbicides.
 
Environmental Matters

Our exploration, development and production programs conducted in the United States are subject to local, state and federal regulations regarding environmental protection.  Some of our production and mining activities are conducted on public lands.  We believe that our current discharge of waste materials from our processing facilities is in material compliance with environmental regulations and health and safety standards.  The U.S. Forest Service extensively regulates mining operations conducted in National Forests.  Department of Interior regulations cover mining operations carried out on most other public lands.  All operations by us involving the exploration for or the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of water sources, waste materials, odor, noise, dust and other environmental protection requirements adopted by federal, state and local governmental authorities.  We may be required to prepare and present to the authorities data pertaining to the effect or impact that any proposed exploration for or production of minerals may have upon the environment.  Any changes to our reclamation and remediation plans, which may be required due to changes in state or federal regulations, could have an adverse effect on our operations.  The range of reasonably possible loss in excess of the amounts accrued, by site, cannot be reasonably estimated at this time.

We accrue environmental liabilities when the occurrence of such liabilities is probable and the costs are reasonably estimable. The initial accruals for all our sites are based on comprehensive remediation plans approved by the various regulatory agencies in connection with permitting or bonding requirements. Our accruals are further based on presently enacted regulatory requirements and adjusted only when changes in requirements occur or when management revises its estimate of costs required to comply with existing requirements. As remediation activity has physically commenced, management has been able to refine and revise its estimates of costs required to fulfill future environmental tasks based on contemporaneous cost information, operating experience, and changes in regulatory requirements. In instances where costs required to complete our remaining environmental obligations are clearly determined to be in excess of the existing accrual, we have adjusted the accrual accordingly. When regulatory agencies require additional tasks to be performed in connection with our environmental responsibilities, we evaluate the costs required to perform those tasks and adjust our accrual accordingly as the information becomes available. In all cases, however, our accrual at year-end is based on the best information available at that time to develop estimates of environmental liabilities.
 
6

 
Yankee Fork Mill Site.

During 2006, USAC finished the bulk of the reclamation work at the Yankee Fork mill site.  On December 18, 2006, the Idaho Department of Environmental Quality terminated the voluntary Consent Order. On January 22, 2007, the Department dropped the requirement for any additional groundwater quality monitoring.

Antimony Processing Site.

We have environmental remediation obligations at our antimony processing site near Thompson Falls, Montana ("the Stibnite Hill Mine Site").  Under the regulatory jurisdiction of the U.S. Forest Service and subject to the operating permit requirements of the Montana Department of Environmental Quality require that we line a storm water pond and construct a water treatment facility and thus fulfill the majority of our environmental responsibilities at the Stibnite Hill Mine site.  At December 31, 2009, we have accrued $100,000.

Yellow Jacket Mine.

During 2006, USAC received a reclamation award for the Yellow Jacket Mine from the U. S. Forest Service, Idaho Department of Lands, U. S. Department of the Interior Bureau of Land Management, Idaho Department of Water Resources, and Idaho Fish and Game.

BRZ.

During 2001, we recorded a reclamation accrual for our Bear River Zeolite subsidiary, based on an analysis performed by management and reviewed and approved by regulatory authorities for environmental bonding purposes.  The accrual of $7,500 represents the Company's estimated costs of reclaiming, in accordance with regulatory requirements; the acreage disturbed by our zeolite operations and remains unchanged at December 31, 2009.

General.

Reclamation activities at the Thompson Falls Antimony Plant have proceeded under supervision of the U.S. Forest Service and Montana Department of Environmental Quality.  We have complied with regulators' requirements and do not expect the imposition of substantial additional requirements.

We have posted cash performance bonds with a bank and the U.S. Forest Service in connection with our reclamation activities.

We believe we have accrued adequate reserves to fulfill our environmental remediation responsibilities as of December 31, 2009.  We have made significant reclamation and remediation progress on all our properties over the past three years and have complied with regulatory requirements in our environmental remediation efforts.

Employees

As of December 31, 2009, we employed 27 full-time employees.  The number of full-time employees may vary seasonally.  None of our employees are covered by any collective bargaining agreement.

Other

We hold no material patents, licenses, franchises or concessions, however we consider our antimony processing plant proprietary in nature.  We use the trade name "Montana Brand Antimony Oxide" for marketing our antimony products.

We are subject to the requirements of the Federal Mining Safety and Health Act of 1977, the Occupational Safety and Health Administration's regulations, requirements of the state of Montana and the state of Idaho, federal and state health and safety statutes and Sanders County, Montana and Franklin County, Idaho health ordinances.

Item 1A. Risk Factors

There may be events in the future that we are not able to accurately predict or over which we have no control.  The risk factors listed below, as well as any cautionary language in this report, 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.
 
7

 
If we were liquidated, our common stockholders could lose part or all of their investment.

In the event of our dissolution, the proceeds (if any) realized from the liquidation of our assets will be distributed to our stockholders only after satisfaction of claims of our creditors and preferred stockholders.  The ability of a purchaser of shares to recover all or any portion of the purchase price for the shares in that event will depend on the amount of funds realized and the claims to be satisfied by those funds.

We have an accumulated deficit, have incurred significant losses in the past, and may incur losses in the future.

Prior to 2008 we have not generated an operating profit for several years.  We have been able to continue operations from gross profit from our antimony operations, sales of common stock and borrowings from banks and others.  As of December 31, 2009, we had a stockholders’ equity of $2,963,231.  We may incur net losses for the foreseeable future unless and until we are able to establish profitable business operations and reduce cash outflows from general and administrative expenses.  As of December 31, 2009, we had total current assets of $539,814 and total current liabilities of $848,443, or negative working capital of approximately $309,000.

Our auditors' report as of March 24, 2010 raised doubt about our ability to continue as a going concern.

Our audited financial statements for the year ended December 31, 2009, which are included in this report, indicate that there was doubt about our ability to continue as a going concern due to our need to generate cash from operations and obtain additional financing.

We are delinquent or in arrears on significant current liabilities; and collection efforts by creditors could jeopardize our viability as a going concern and close down our operations.

As of December 31, 2009, we are delinquent on the payment of several current liabilities including accounts payable of approximately $263,000 and accrued interest payable of approximately $25,000.  In the absence of payment arrangements, creditors could individually or collectively demand immediate payment and jeopardize our ability to fund operations and correspondingly damage our business.

We may have unasserted liabilities for environmental reclamation.

Our research, development, manufacturing and production processes involve the controlled use of hazardous materials, and we are subject to various environmental and occupational safety laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and some waste products. The risk of accidental contamination or injury from hazardous materials cannot be completely eliminated.  In the event of an accident, we could be held liable for any damages that result and any liability could exceed our financial resources.  We also have one ongoing environmental reclamation and remediation projects at our current production facility in Montana.  Adequate financial resources may not be available to ultimately finish the reclamation activities if changes in environmental laws and regulations occur; and these changes could adversely affect our cash flow and profitability.  We do not have environmental liability insurance now; and we do not expect to be able to obtain insurance at a reasonable cost.  If we incur liability for environmental damages while we are uninsured, it could have a harmful effect on our financial condition and us. The range of reasonably possible losses from our exposure to environmental liabilities in excess of amounts accrued to date cannot be reasonably estimated at this time.

We have accruals for environmental obligations.

We have accruals totaling $107,500 on our balance sheet at December 31, 2009, for our environmental reclamation responsibilities. If we are not able to adequately perform our reclamation activities on a timely basis, we could be subject to fines and penalties from regulatory agencies.

Item 1B.  Unresolved Staff Comments

Not applicable to a Smaller Reporting Company.
 
8

 
Item 2. Description of Properties

Antimony Division

Our principal plant and mine are located in the Burns Mining District, Sanders County, Montana, approximately 15 miles west of Thompson Falls, Montana.  We hold 5 patented mill sites claims covering approximately 25 acres.

Antimony mining and milling operations were curtailed during 1983 due to continued declines in the price of antimony.  We are currently purchasing foreign raw antimony materials and continue to produce antimony metal, oxide and sodium antimonate from our antimony processing facility near Thompson Falls, Montana.

Zeolite Division

We own 100% of Bear River Zeolite Company ("BRZ"), an Idaho corporation incorporated on June 1, 2000.  BRZ has entered into a mining lease with Webster Farm, L.L.C. that entitles BRZ to surface mine and process zeolite on property located near Preston, Idaho, in exchange for royalty payments.  The royalty is a percentage of the processed ore sale price (FOB mine).  The current minimum annual royalty is $5,000.  The royalty is also payable on zeolite mined on adjacent Bureau of Land Management ("BLM") ground on which BRZ has located five additional BLM claims, if BRZ accesses those claims across the leased property.  We are also subject to a 3% royalty on all gross zeolite sales (FOB mine), payable to a company controlled by Al Dugan, a major stockholder and an affiliate.  On a combined basis, royalties vary from 8%-13%.  BRZ has constructed a processing plant on the property.

Item 3. Legal Proceedings

We are not a party to any pending legal proceeding.

Item 4. (Removed and Reserved)

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Currently, our common stock is traded on the Over the Counter Bulletin Board ("OTCBB") under the symbol "UAMY.OB."  The following table sets forth the range of high and low bid prices as reported by the OTCBB for the periods indicated.  The quotations reflect inter-dealer prices without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
 
2009
High
Low
     
First Quarter
$0.35
$0.10
Second Quarter
  0.45
  0.20
Third Quarter
  0.55
  0.25
Fourth Quarter
  0.55
  0.36
     
     
2008
High
Low
     
First Quarter
$0.70
$0.42
Second Quarter
  0.67
  0.45
Third Quarter
  0.55
  0.30
Fourth Quarter
  0.35
  0.15

The approximate number of record holders of our common stock at March 29, 2010 is 2,500.
 
9

 
We have not declared or paid any dividends to our stockholders during the last five years and do not anticipate paying dividends on our common stock in the foreseeable future.  Instead, we expect to retain earnings, if any, for the operation and expansion of our business.

Item 6.  Selected Financial Data

Not applicable to a Smaller Reporting Company.

Item 7.  Management's Discussion and Analysis or Plan of Operations

Certain matters discussed are forward-looking statements that involve risks and uncertainties, including the impact of antimony prices and production volatility, changing market conditions and the regulatory environment and other risks. Actual results may differ materially from those projected. These forward-looking statements represent the Company's judgment as of the date of this filing. The Company disclaims, however, any intent or obligation to update these forward-looking statements.

Results of Operations

The Company reported a net loss of $294,843 in 2009 compared to net income of $332,364 in 2008.

In the Antimony Division, sales decreased from $3,705,240 in 2008 to $2,567,107 in 2009, a decrease of 31%. Gross profit from antimony operations rose from $442,848 in 2008 to $505,582 in 2009.  The decrease in revenue was due to decreased sales volume and the increase in gross profit was due to decreased production costs.  Sales of antimony products during the year ended December 31, 2009 consisted of 1,103,824 pounds at an average sale price of $2.33 per pound.  During the year ended December 31, 2008, sales of antimony products consisted of 1,362,598 pounds at an average sale price of $2.72 per pound.  Combined costs of antimony sales were $2,061,525 or $1.87 per pound sold for the year ended December 31, 2009, as compared to $3,262,392 or $2.39 per pound sold for the year ended December 31, 2008.   Depreciation expense in the Antimony division was $71,929 during 2009 compared to $23,075 during 2008. Direct sales expenses were $46,875 for 2009 compared to $45,000 for 2008.

Total sales of zeolite products were $1,536,233 for 2009, compared with $1,570,747 for 2008, a decrease of 2%.  Combined costs of zeolite sales were $1,519,351 for 2009, compared with $1,756,728 for 2008.  The tons shipped in 2009 were 11,519 tons at an average price of $133.37 per ton compared to 11,919 tons at an average price of $131.79 in 2008, a 3% decrease in tonnage.  Depreciation expense was $190,523 for BRZ during 2009, compared to $192,653 during 2008. Direct sales expenses for 2009 were $69,766 compared to $72,287 for 2008.  Gross profit of $16,882 was earned in 2009, which was an increase from a $185,981 loss in 2008.  This increase in profit from operations was due primarily to decreased production costs and decreased delivery costs.

The Company sold certain sales rights for the sale of zeolite for $300,000 and $500,000 during 2008 and 2007, respectively.  The agreement called for shipping zeolite product under this agreement beginning in 2008.  In 2008, the $800,000 was recorded as other income and was recognized in its entirety because the agreement expired without any performance required by the Company.  Improvements at the BRZ plant this year included more silos, conveyors and other equipment.

During 2009, the Company incurred general and administrative expenses totaling $595,803, compared with $418,792 during 2008.  In 2009, the Company incurred $153,418 in start-up expenses at our Mexico operations compared to $170,357 during 2008.  The Company incurred $58,529 of exploration expense during 2009 compared to $47,487 in 2008.  The exploration was on property located in Mexico.

The Company sold $66,268 of surface rights of idle mining claims in 2008.  In 2009, the Company exchanged fully depreciated equipment in payment of an outstanding note payable, resulting in a gain of $49,100.

Net interest expense was $5,605 for 2009, compared with $40,938 for 2008.  The decrease in interest expense was due to the conversion of a significant amount of debt to common stock during 2009.
 
10

 
Accounts receivable factoring expense was $90,124 for 2009, compared with $113,197 for 2008.  The decrease was due primarily to a decrease in the amount of receivables that were factored during 2009 compared to 2008.

In 2009 the Company management performed an analysis of significantly aged payables for validity which resulted in the extinguishment of $37,072 in payables.

 
Subsidiaries

The Company has a 100% investment in two subsidiaries in Mexico, USAMSA and AM, whose carrying value was assessed at December 31, 2009 for impairment.  Management’s assessment of the subsidiaries’ fair value was based on future benefit to the Company and no impairment charges were deemed necessary at year-end.  During the third quarter of 2009, USAMSA in Mexico commenced operations.

 
Financial Condition and Liquidity

At December 31, 2009, Company assets totaled $4,017,884, and stockholders’ equity was $2,963,231.  At December 31, 2009, the Company's total current liabilities exceeded its total current assets by $308,629.  Due to the Company's prior operating losses and other liquidity concerns, the Company's independent accountants included a paragraph in its report on our 2009 financial statements relating to a going concern uncertainty.  To continue as a going concern, the Company must generate profits from its antimony and zeolite sales and acquire additional capital resources through direct sales of common stock or through the exercise of warrants to purchase shares of common stock or short and long-term debt financing.  Without financing and profitable operations, the Company may not be able to meet its obligations, fund operations and continue existence.  While management is optimistic, there can be no assurance that the Company will be able to sustain profitable operations and meet its financial obligations.

Other significant financial commitments for future periods will include:

 
·  
Servicing notes payable to bank.
 
·  
Paying accounts payable.
 
·  
Fulfilling responsibilities with environmental, labor safety and securities regulatory agencies.
 
Cash used by operating activities during 2009 was $358,187

Cash used by investing activities during 2009 was $590,815, which was primarily related to the construction and purchases of capital assets used at the Bear River Zeolite facility and for construction of a plant and mill in Mexico.

The Company was able to offset cash outflows from operations and its acquisition of plant and equipment during 2009 from net cash provided by financing activities of $1,075,767 including $1,122,243 generated from sales of unregistered common stock through direct sales and through the exercise of warrants.

The Company sold sales rights for the sale of zeolite for $300,000 and $500,000 during 2007 and 2006, respectively.  The agreement called for shipping zeolite product under this agreement beginning in 2008.  In 2008, the $800,000 was recorded as other income and was recognized in its entirety because the agreement expired without any performance required by the Company.  The funds were used for the installation of a small packaging plant: the installation of a semi-automatic packaging line for large bags; the completion of the Raymond Mill and the installation of line electricity.

The Company hopes that it will have additional financial resources from increasing gross profits from its antimony business and sales of zeolite from BRZ.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to a Smaller Reporting Company.
 
11

 
Item 8.  Financial Statements

The consolidated financial statements of the registrant are included herein on pages F1-F21.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9-A(T). Controls and Procedures
Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our president, who serves as the chief accounting officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December 31, 2009.  Based upon this evaluation, it was determined that there were material weaknesses affecting our internal control over financial reporting (described below) and, as a result of those weaknesses, our disclosure controls and procedures were not effective as of December 31, 2009.

Internal control over financial reporting

Management's annual report on internal control over financial reporting

The management of United States Antimony Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the Company’s published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The management of United States Antimony Corporation has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As a result of our assessment, we concluded that we have material weaknesses in our internal control over financial reporting as of December 31, 2009.   These weaknesses are as follows:

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

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

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

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

We are aware of these material weaknesses and will develop procedures to ensure that independent review of material transactions is performed.  In addition, we plan to consult with independent experts when complex transactions are entered into.
 
12

 
Because these material weaknesses exist, management has concluded that the Company’s internal control over financial reporting as of December 31, 2009 is not effective.

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

Changes in internal control over financial reporting

There have been no changes, during the quarter ended December 31, 2009, in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

Item 9b. Other Information

None.

PART III

Item 10.  Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act


Identification of directors and executive officers at December 31, 2009, is as follows:

 
Name
Age
Affiliation
Expiration of Term
         
 
John C. Lawrence
71
Chairman, President, Secretary,
Annual meeting
     
and Treasurer; Director
 
         
 
Leo Jackson
66
Director
Annual meeting
         
 
Gary A. Babbitt
64
Director
Annual meeting
         
 
Patrick W. Dugan, Esq.
57
Director
Annual meeting
         
 
Russell C. Lawrence
41
Director
Annual meeting

Business Experience of Directors and Executive Officers

John C. Lawrence.  Mr. Lawrence has been the president and a director since our inception.  Mr. Lawrence was the president and a director of AGAU Mines, Inc., our corporate predecessor, since the inception of AGAU Mines, Inc. in 1968.  He is a member of the Society of Mining Engineers and a recipient of the Uuno Sahinen Silver Medallion Award presented by Butte Tech, University of Montana.  He has a vast background in mining, milling, smelting, chemical processing and oil and gas.

Leo Jackson.  Mr. Jackson is a resident of El Paso, Texas.  For the past 17 years, he has been a principal owner and the president of Production Minerals, Inc.  Mr. Jackson is one of the principal owners of Minera de Roja, S.A. de C.V., and has been involved in the production and marketing of industrial minerals such as fluorspar and celestite in the United States and Mexico for 26 years.  Mr. Jackson speaks fluent Spanish and has a BBA degree from the Sul Ross State University in Texas.

 
13

 
Gary A. Babbitt.  Mr. Babbitt has experience in mining industry with 30 years dealing with joint ventures, financing, contracting and employment. He has a working knowledge of Spanish and has negotiated contracts in Latin America.  Mr. Babbitt has a B.A. from the Albertson College of Idaho, and earned his J.D. from the University of Chicago.

Patrick W. Dugan, Esq.  Mr. Dugan has been a Director, Vice President and General Counsel of Nortex Corporation, a company involved in the oil and gas business, for the past 19 years.  He is also a Director, Vice President and General Counsel of San Luis Development, L.P., and a Director of Gow Communications, LLC.  Mr. Dugan graduated with a B.A. and a J.D. from the University of Texas at Austin.

Russell C. Lawrence.  Mr. Lawrence has experience in the lines of applied physics, mining, refining, excavation, electricity, electronics, and building contracting.  He graduated from the University of Idaho with a degree in physics in 1994 and worked for the Physics Department at the University of Idaho for a period of 10 years. He has also worked as a building contractor and for USAC at the smelter and laboratory at Thompson Falls, for USAMSA in the construction and operation of the USAMSA smelter in Mexico, and for Antimonio de Mexico, S. A. de C. V. at the San Miguel Mine and the Cadereyta mill site in Mexico.

We are not aware of any involvement by our directors or executive officers during the past five years in legal proceedings that are material to an evaluation of the ability or integrity of any director or executive officer.

Board Meetings and Committees.  Our Board of Directors held three (3) regular meetings during the 2009 calendar year.  Each incumbent director attended at least 75% of the meetings held during the 2009 calendar year, in the aggregate, by the Board and each committee of the Board of which he was a member.  Our Board of Directors does not have a Compensation Committee or a Nominating Committee.

Our Board of Directors has established an Audit Committee consisting of one member (Gary Babbitt) of the Board of Directors not involved in our day-to-day financial management.  Mr. Babbitt is not considered a financial expert; the Company does not have the necessary capital resources to attract and retain an independent financial expert to serve on an Audit Committee.

Board Member Compensation.  We paid directors' fees in the form of 26,000 shares of our common stock per director during 2009.

Section 16(a) Beneficial Ownership Reporting Compliance.  Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and the holders of 10% or more of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and stockholders holding more than 10% of our common stock are required by the regulation to furnish us with copies of all Section 16(a) forms they have filed.

Based solely on our review of copies of Forms 3, 4 and 5 furnished to us, Mr. Lawrence, Mr. Jackson, Mr. Babbitt, Mr. Dugan and Mr. Lawrence did not file timely Forms 3, 4 or Form 5 reports during 2009.

Code of Ethics
The Company has adopted a Code of Ethics that applies to the Company's executive officers and its directors.  The Company will provide, without charge, a copy of the Code of Ethics on the written request of any person addressed to the Company at: United States Antimony Corporation, P.O. Box 643, Thompson Falls, MT 59873.
 
14

 
Item 11.  Executive Compensation

Summary Compensation Table

The Securities and Exchange Commission requires the following table setting forth for fiscal years ending December 31, 2008 and 2007; the compensation paid by USAC to its principal executive officer.

   
Annual Compensation
Long-Term Compensation
         
Awards
Payouts
 
 
Name and Principal Position
 
 
Year
 
 
Salary
 
 
Bonus
 
Other Annual Compensation (1)
Restricted Options/
Awards (2)
Securities Underlying LTIP SARs
 
All Other Payouts
 
All Other Compensation
John C. Lawrence, President
2009
$100,000
N/A
$5,538
$6,500
None
None
None
John C. Lawrence, President
2008
$96,000
N/A
$5,538
$6,760
None
None
None

(1)
Represents earned but unused vacation.
(2)
These figures represent the fair values, as of the date of issuance, of the annual director's fee payable to Mr. Lawrence in the form of shares of USAC's common stock.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership of our common stock as of March 29, 2010, by (i) each person who is known by us to beneficially own more than 5% of our Series A, C, and D preferred stock or common stock; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Unless otherwise stated, each person's address is c/o United States Antimony Corporation, P.O. Box 643, 1250 Prospect Creek Road, Thompson Falls, Montana 59873.
 
 
 
Name and Address of
Amount and Nature of
Percent of
Title of Class
Beneficial Owner(1)
Beneficial Ownership
Class(1)
Common stock
Reed Family Limited Partnership
3,418,335
  6
 
328 Adams Street
   
 
Milton, MA 02186
   
Common stock
The Dugan Family
    6,362,927(3)
12
 
c/o A. W. Dugan
   
 
1415 Louisiana Street, Suite 3100
   
 
Houston, TX 77002
   
Series C Preferred
Richard A. Woods
         48,305(4)
27
 
59 Penn Circle West
   
 
Penn Plaza Apts.
   
 
Pittsburgh, PA 15206
   
Series C Preferred
Dr. Warren A. Evans
         48,305(4)
27
 
69 Ponfret Landing Road
   
 
Brooklyn, CT 06234
   
Series C Preferred
Edward Robinson
         32,203(4)
18
 
1007 Spruce Street 1st Floor
   
 
Philadelphia, PA 19107
   
Common stock
John C. Lawrence
    4,051,653(2)
10
Common stock
Pat Dugan
   104,000
Nil
Common stock
Russ Lawrence
   104,000
Nil
Common stock
Leo Jackson
   240,000
Nil
Common stock
Gary Babbitt
     82,167
Nil
Series D Preferred
John C. Lawrence
   1,590,672(4)
91
Series D Preferred
Leo Jackson
   102,000
  5
Series D Preferred
All directors and executive officers as a group (3 persons)
1,751,005
100

 
(1)
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 29, 2010 are deemed outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of 53,098,769 shares of common stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock outstanding on March 29, 2010.

15

(2)
Includes 3,801,653 shares of common stock and 250,000 stock purchase warrants.  Excludes 158,324 shares owned by Mr. Lawrence's sister, as to which Mr. Lawrence disclaims beneficial ownership.

(3)
Includes shares owned by Al W. Dugan and shares owned by companies owned and controlled by Al W. Dugan.  Excludes 183,333 shares owned by Lydia Dugan as to which Mr. Dugan disclaims beneficial ownership.

(4)
The outstanding Series A, Series C and Series D preferred shares carry voting rights.

Item 13.   Certain Relationships and Related Transactions

Described below are transactions during the last two years to which we are a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any class of our voting securities or relatives of our directors, executive officers or five percent (5%) beneficial owners has a direct or indirect material interest.  See also transactions described in notes 4, 9, 10, 11, 12, 15 and 19 to our Financial Statements as of December 31, 2009.

·  
During 2009, John C. Lawrence, a director and Chief Executive Officer, converted a $100,000 note receivable into 500,000 shares of common stock and exercised warrants for 1,000,000 shares of common stock in exchange for the forgiveness of $200,000 of related party payables and accrued interest.
 
·  
We reimbursed John C. Lawrence, a director and Chief Executive Officer, for operational and maintenance expenses incurred in connection with our use of equipment owned by Mr. Lawrence, including welding trucks, backhoes, and an aircraft. Reimbursements for 2009 and 2008 totaled $100,150 and $67,467, respectively.  In addition, we accrued interest expense of $0 and $10,328 on net cash advances due Mr. Lawrence, for the years ended December 31, 2009 and 2008, respectively.
 
·  
During 2009, the Company issued 26,000 of its common stock to its Board of Directors as compensation for their services as directors.  In connection with the issuances, the Company recorded $39,000 in director compensation expense.
 
·  
During 2008, the Company issued 26,000 of its common stock to its Board of Directors as compensation for their services as directors.  In connection with the issuances, the Company recorded $35,100 in director compensation expense.
 

ITEM 14.  Principal Accountant Fees and Services

The Company's Board of Directors and audit committee reviews and approves audit and permissible non-audit services performed by DeCoria, Maichel & Teague P.S., as well as the fees charged by DeCoria, Maichel & Teague P.S. for such services. In its review of non-audit service fees and its appointment of DeCoria, Maichel & Teague P.S. as the Company's independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining DeCoria, Maichel & Teague P.S. independence. All of the services provided and fees charged by DeCoria, Maichel & Teague P.S. in 2009 were pre-approved by the Board of Directors and its audit committee.

Audit Fees

The aggregate fees billed by DeCoria, Maichel & Teague P.S. for professional services for the audit of the annual financial statements of the Company and the reviews of the financial statements included in the Company's quarterly reports on Form 10-Q for 2009 and 2008 were $64,888 and $67,432, respectively, net of expenses.
16

Audit-Related Fees

There were no other fees billed by DeCoria, Maichel & Teague P.S. during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.

Tax Fees

The aggregate fees billed by DeCoria, Maichel & Teague P.S. during the last two fiscal years for professional services rendered by DeCoria, Maichel & Teague P.S. for tax compliance for 2009 and 2008 were $5,433 and $3,415 respectively.

All Other Fees

There were no other fees billed by DeCoria, Maichel & Teague P.S. during the last two fiscal years for products and services provided by DeCoria, Maichel & Teague P.S
 

Item 15.  Exhibits and Reports on Form 8-K

Exhibit Number
Description

   3.01
Articles of Incorporation of USAC, filed as an exhibit to USAC's Form 10-KSB for the fiscal year ended December 31, 1995 (File No.001-08675), are incorporated herein by this reference.

   3.02
Amended and Restated Bylaws of USAC, filed as an exhibit to amendment No. 2 to USAC's Form SB-2 Registration Statement (Reg. No. 333-45508) are incorporated herein by this reference.

   3.03 
Articles of Correction of Restated Articles of Incorporation of USAC.

   3.04
Articles of Amendment to the Articles of Incorporation of United States Antimony Corporation, filed as an exhibit to USAC's Form 10-QSB for the quarter ended September 30, 2002 (File No. 001-08675), are incorporated herein by this reference.

   4.01
Key Employees 2000 Stock Plan, filed as an exhibit to USAC's Form S-8 Registration Statement filed on March 10, 2000 (File No. 333-32216) is incorporated herein by this reference.

Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1995 (File No. 001-08675), are incorporated herein by this reference:

   10.10 
Yellow Jacket Venture Agreement

   10.11
Agreement Between Excel-Mineral USAC and Bobby C. Hamilton

   10.12 
Letter Agreement

   10.13
Columbia-Continental Lease Agreement Revision

   10.14
Settlement Agreement with Excel Mineral Company

   10.15 
Memorandum Agreement

   10.16 
Termination Agreement

   10.17
Amendment to Assignment of Lease (Geosearch)
 
   10.18
Series B Stock Certificate to Excel-Mineral Company, Inc.

17

   10.19
Division Order and Purchase and Sale Agreement

   10.20 
Inventory and Sales Agreement

   10.21 
Processing Agreement

   10.22 
Release and settlement agreement between Bobby C. Hamilton and United States Antimony Corporation

   10.23 
Columbia-Continental Lease Agreement

   10.24 
Release of Judgment

   10.25 
Covenant Not to Execute

   10.26 
Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1996 (File No. 001-08675), are incorporated herein by this reference
 
   10.27
Letter from EPA, Region 10 filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997 (File No. 001-08675) is incorporated herein by this reference

   10.28
Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1997 (File No. 001-08675) are incorporated herein by this reference

   10.30
Answer, Counterclaim and Third-Party Complaint filed as an exhibit to USAC's Quarterly Report on Forms 10-QSB for the quarter ended September 30, 1998 (File No. 001-08675) is incorporated herein by this reference

Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1998 (File No. 001-08675), are incorporated herein by this reference:

   10.31
Warrant Issue-Al W. Dugan

   10.32
Amendment Agreement

Documents filed with USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999 (File No. 001-08675) is incorporated herein by this reference:

   10.33 
Warrant Issue-John C. Lawrence

   10.34 
PVS Termination Agreement

Documents filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1999 (File No. 001-08675) are incorporated herein by this reference:

   10.35 
Maguire Settlement Agreement

   10.36 
Warrant Issue-Carlos Tejada

   10.37 
Warrant Issue-Al W. Dugan

   10.38
Memorandum of Understanding with Geosearch Inc.

   10.39
Factoring Agreement-Systran Financial Services Company

18

   10.40 
Mortgage to John C. Lawrence
 
   10.41
Warrant Issue-Al W. Dugan filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000 (File No. 001-08675) is incorporated herein by this reference

   10.42
Agreement between United States Antimony Corporation and Thomson Kernaghan & Co., Ltd. filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference.

   10.43
Settlement agreement and release of all claims between the Estate of Bobby C. Hamilton and United States Antimony Corporation filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference.

   10.44
Supply Contracts with Fortune America Trading Ltd. filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference.

   10.45
Amended and Restated Agreements with Thomson Kernaghan & Co., Ltd, filed as an exhibit to amendment No. 3 to USAC's Form SB-2 Registration Statement (Reg. No. 333-45508), are incorporated herein by this reference.
 
   10.46
Purchase Order from Kohler Company, filed as an exhibit to amendment No. 4 to USAC's Form SB-2 Registration Statement (Reg. No. 333-45508) are incorporated herein by this reference.

Documents filed as an exhibit to USAC's Form 10-QSB for the quarter ended June 30, 2002 (File No. 001-08675) are incorporated herein by this reference.

   10.47
Bear River Zeolite Company Royalty Agreement, dated May 29, 2002

   10.48
Grant of Production Royalty, dated June 1, 2002

   10.49
Assignment of Common Stock of Bear River Zeolite Company, dated May 29, 2002

   10.50
Agreement to Issue Warrants of USA, dated May 29, 2002

   10.51
Secured convertible note payable - Delaware Royalty Company dated December 22, 2003*

   10.52
Convertible note payable - John C. Lawrence dated December 22, 2003*

   10.53
Pledge, Assignment and Security Agreement dated December 22, 2003*

   10.54
Note Purchase Agreement dated December 22, 2003*

   14.0
Code of Ethics*

   31.1
Rule 13a-14(a)/15d-14(a) Certifications Certification of John C. Lawrence*

   32.1
Section 1350 Certifications Certification of John C. Lawrence*

   44.1
CERCLA Letter from U.S. Forest Service filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference and filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1995 (File No. 1-8675) is incorporated herein by this reference.
______________________
*    Filed herewith.

19

Reports on Form 8-K

Item 5.  Other Events - October 10, 2003.




 
20

 


SIGNATURES

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


UNITED STATES ANTIMONY CORPORATION
(Registrant)
 
 

Date: March 29, 2010
By:
/s/ John C. Lawrence  
    John C. Lawrence   
    President, Director and Principal Executive Officer  
       
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 
Date: March 29, 2010
By:
/s/ John C. Lawrence  
    John C. Lawrence   
    Director and President (Principal Executive, Financial and Accounting Officer)  
       
Date: March 29, 2010
By:
/s/ Leo Jackson  
    Leo Jackson  
    Director  
       
Date: March 29, 2010
By:
/s/ Gary D. Babbitt  
    Gary D. Babbitt  
    Director  
       
Date: March 29, 2010
By:
/s/ Patrick Dugan  
    Patrick Dugan   
    Director   
       
Date: March 29, 2010
By:
/s/ Russell Lawrence  
    Russell Lawrence   
    Director  
       


 
21

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
United States Antimony Corporation

We have audited the accompanying consolidated balance sheets of United States Antimony Corporation and its subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of United States Antimony Corporation and its subsidiaries as of December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has negative working capital and an accumulated deficit which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/Decoria, Maichel & Teague, P.S.

DeCoria, Maichel & Teague P.S.
Spokane, Washington

March 24, 2010
 
 
F-1

 
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2009 and 2008
 
ASSETS
 
   
2009
   
2008
 
Current assets:
           
Cash and cash equivalents
  $ 180,613     $ 53,848  
Accounts receivable, less allowance
               
for doubtful accounts of $7,872 and $10,000, respectively
    161,765       66,761  
Inventories
    197,436       109,217  
Total current assets
    539,814       229,826  
                 
Properties, plants and equipment, net
    3,404,154       2,960,624  
Restricted cash for reclamation bonds
    73,916       80,664  
Total assets
  $ 4,017,884     $ 3,271,114  
                 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
               
Checks issued and payable
  $ 17,142     $ 20,282  
Accounts payable
    457,425       596,005  
Accrued payroll, taxes and interest
    83,857       79,428  
Other accrued liabilities
    148,835       117,071  
Deferred revenue
    73,022       65,441  
Payables to related parties
    10,306       332,752  
Long-term debt, current
    57,856       114,596  
Total current liabilities
    848,443       1,325,575  
                 
Long-term debt, noncurrent
    98,710       54,541  
Accrued reclamation costs, noncurrent
    107,500       107,500  
Total liabilities
    1,054,653       1,487,616  
                 
Commitments and contingencies (Note 1 and 16)
               
                 
Stockholders' equity:
               
Preferred stock $0.01 par value, 10,000,000 shares authorized:
               
Series A:  -0- shares issued and outstanding
           
Series B: 750,000 shares issued and outstanding
               
(liquidation preference $862,500 and $855,000, respectively.)
    7,500       7,500  
Series C: 177,904 shares issued and outstanding
               
(liquidation preference $97,847)
    1,779       1,779  
Series D: 1,751,005 shares issued and outstanding
               
(liquidation preference and cumulative dividends of $4,632,136
               
 and $4,590,987, repectively)
    17,509       17,509  
Common stock, $0.01 par value, 60,000,000 shares authorized;
               
53,098,769 and 45,868,535 shares issued and outstanding, respectively.
    530,987       458,688  
Stock subscriptions receivable
    (270,000 )     (83,333 )
Additional paid-in capital
    23,604,625       22,015,681  
Accumulated deficit
    (20,929,169 )     (20,634,326 )
Total stockholders' equity
    2,963,231       1,783,498  
Total liabilities and stockholders' equity
  $ 4,017,884     $ 3,271,114  
                 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-2

United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations
For the years ended December 31, 2009 and 2008
 
   
2009
   
2008
 
Antimony Division
           
Revenues
  $ 2,567,107     $ 3,705,240  
Cost of sales:
               
Production costs
    1,742,990       2,939,665  
Depreciation
    71,929       23,075  
Freight and delivery
    121,144       192,820  
General and administrative
    78,587       61,832  
Direct sales expense
    46,875       45,000  
       Total cost of sales
    2,061,525       3,262,392  
           Gross profit - antimony
    505,582       442,848  
                 
Zeolite Division
               
Revenues
    1,536,233       1,570,747  
Cost of sales:
               
Production costs
    830,065       1,021,023  
Depreciation
    190,523       192,653  
Freight and delivery
    68,117       128,240  
General and administrative
    158,144       138,069  
Royalties
    202,736       204,456  
Direct sales expense
    69,766       72,287  
       Total cost of sales
    1,519,351       1,756,728  
           Gross profit (loss) - zeolite
    16,882       (185,981 )
                 
Total revenues - combined
    4,103,340       5,275,987  
Total cost of sales - combined
    3,580,876       5,019,120  
       Gross profit - combined
    522,464       256,867  
                 
Other operating (income) expenses:
               
General and administrative
    595,803       418,792  
Mexico start-up expenses
    153,418       170,357  
Exploration expense
    58,529       47,487  
Gain on disposal of properties, plants and equipment
    (49,100 )     (66,268 )
Expired exclusivity contract
          (800,000 )
Other operating (income) expenses
    758,650       (229,632 )
Income (loss) from operations
    (236,186 )     486,499  
Other (income) expenses:
               
Interest expense, net
    5,605       40,938  
Factoring expense
    90,124       113,197  
Extinguishment of payables
    (37,072 )      
Other (income) expenses
    58,657       154,135  
                 
Net income (loss)
  $ (294,843 )   $ 332,364  
                 
Net income (loss) per share of
               
common stock:
               
Basic
  $ (0.01 )   $ 0.01  
Diluted
  $ (0.01 )   $ 0.01  
                 
Weighted average shares outstanding:
               
Basic
    49,855,229       43,049,076  
Diluted
    49,855,229       43,601,178  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-3

United States Antimony Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
For the years ended December 31, 2009 and 2008
 
                           
Stock
   
Additional
             
   
Total Preferred Stock
   
Common Stock
   
Subscriptions
   
Paid
   
Accumulated
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Receivable
   
In Capital
   
Deficit
   
Total
 
                                                 
Balances, December 31, 2007
    2,678,909     $ 26,788       42,519,243     $ 425,192     $     $ 21,243,249     $ (20,966,690 )   $ 728,539  
                                                                 
Issuance of common stock and warrants
                    3,219,292       32,196       (83,333 )     738,632               687,495  
                                                                 
Issuance of common stock to Directors for services
                    130,000       1,300               33,800               35,100  
                                                                 
Net income
                                                    332,364       332,364  
                                                                 
Balances, December 31, 2008
    2,678,909       26,788       45,868,535       458,688       (83,333 )     22,015,681       (20,634,326 )     1,783,498  
                                                                 
Issuance of common stock and warrants
                    5,600,234       55,999       (200,000 )     1,266,244               1,122,243  
                                                                 
Payment received for outstanding stock subscriptions
                                    13,333                       13,333  
                                                                 
Conversion of outstanding related party payable into common stock
                    1,500,000       15,000               285,000               300,000  
                                                                 
Issuance of common stock to Directors for services
                    130,000       1,300               37,700               39,000  
                                                                 
Net loss
                                                    (294,843 )     (294,843 )
                                                                 
Balances, December 31, 2009
    2,678,909     $ 26,788       53,098,769     $ 530,987     $ (270,000 )   $ 23,604,625     $ (20,929,169 )   $ 2,963,231  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-4

United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2009 and 2008
 
   
2009
   
2008
 
             
Cash Flows From Operating Activities:
           
Net income (loss)
  $ (294,843 )   $ 332,364  
Adjustments to reconcile net income (loss) to net cash
               
used by operating activities:
               
Depreciation expense
    262,452       215,728  
Allowance for doubtful accounts
    (2,128 )     (20,000 )
Common stock issued to Directors for services
    39,000       35,100  
Gain on properties, plants and equipment
    (49,100 )     (66,268 )
Gain on expiration of exclusivity agreement
          (800,000 )
Extinguishment of payables
    (37,072 )      
Change in:
               
Accounts receivable
    (92,876 )     121,915  
Inventories
    (88,219 )     143,397  
Accounts payable
    (116,729 )     (156,111 )
Accrued payroll and payroll taxes
    4,429       (59,415 )
Other accrued liabilities
    31,764       (42,156 )
Deferred revenue
    7,581       (61,797 )
Payable to related parties
    (22,446 )     (21,333 )
Net cash used by operating activities
    (358,187 )     (378,576 )
                 
Cash Flows From Investing Activities:
               
Purchase of properties, plants and equipment
    (597,563 )     (310,932 )
Proceeds from sale of properties, plants and equipment
          66,268  
Change in restricted cash for reclamation bonds
    6,748       (14,928 )
Net cash used by investing activities
    (590,815 )     (259,592 )
                 
Cash Flows From Financing Activities:
               
Proceeds from sale of common stock, net of commissions
    1,122,243       687,496  
Proceeds from long-term debt
    1,232        
Principal payments of long-term debt
    (57,901 )     (28,025 )
Payments received on stock subscription agreements
    13,333        
Change in checks issued and payable
    (3,140 )     (49,202 )
Net cash provided by financing activities
    1,075,767       610,269  
                 
Net increase (decrease) in cash and cash equivalents
    126,765       (27,899 )
                 
Cash and cash equivalents at beginning of year
    53,848       81,747  
Cash and cash equivalents at end of year
  $ 180,613     $ 53,848  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-5

United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows, Continued:
For the years ended December 31, 2009 and 2008
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 
      2009       2008  
                 
Cash paid during year for interest
  $ 9,245     $ 47,038  
                 
Non-cash investing and financing activities:
               
Warrants exercised for forgiveness of payable to related party
  $ 200,000     $  
Stock issued for stock subscription note receivable
    200,000        
Properties, plants & equipment purchased with long-term debt
    106,300       85,560  
Stock issued for conversion of convertible note payable to related party
    100,000        
Payment of long-term debt with equipment
    55,000        
Properties, plants & equipment acquired with accounts payable
    8,019        
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-6

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

1.       Background of Company and Basis of Presentation

AGAU Mines, Inc., predecessor of United States Antimony Corporation ("USAC" or "the Company"), was incorporated in June 1968 as a Delaware corporation to mine gold and silver. USAC was incorporated in Montana in January 1970 to mine and produce antimony products. In June 1973, AGAU Mines, Inc. was merged into USAC. In December 1983, the Company suspended its antimony mining operations when it became possible to purchase antimony raw materials more economically from foreign sources.  The principal business of the Company has been the production and sale of antimony products.

During 2000, the Company formed a 75% owned subsidiary, Bear River Zeolite Company ("BRZ"), to mine and market zeolite and zeolite products from a mineral deposit in southeastern Idaho.  In 2001, an operating plant was constructed at the zeolite site and zeolite production and sales commenced.  During 2002, the Company acquired the remaining 25% of BRZ and continued to produce and sell zeolite products.

During 2005, the Company formed a currently 100% owned subsidiary, Antimonio de Mexico S.A. de C.V. (“AM”), to explore and develop potential antimony properties in Mexico (see note 7).

During 2006, the Company acquired the remaining 50% ownership in United States Antimony, Mexico S.A. de C.V. (“USAMSA”).  USAMSA is now a wholly-owned subsidiary of the Company.

The financial statements have been prepared on a going concern basis, which assumes realization of assets and liquidation of liabilities in the normal course of business. At December 31, 2009, the Company had negative working capital of $308,629, an accumulated deficit of approximately $20.9 million.  These factors, among others, indicate that there is substantial doubt that the Company will be able to meet its obligations and continue in existence as a going concern. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

To improve the Company's financial condition, the following actions have been initiated or taken by management:

·    
During 2008, the Company received stockholder authorization to issue an additional 10 million shares of common stock, enabling the Company to raise capital through sales of common stock, if desired.

·    
The completion of the USAMSA smelter in 2009 and anticipated completion of the flotation mill and crusher in Mexico, including permitting and land acquisition should allow USAC to bring antimony, silver and gold operation into production in 2010.

·    
During 2009, the Company significantly reduced outstanding debt through issuance of common stock.

2.       Concentrations of Risk

The Company purchases most of the raw antimony used in the production of its finished antimony products from foreign sources.  During the years ended December 31, 2009 and 2008, approximately 40% and 65%, respectively, of the Company's antimony revenues were generated by sales to one customer.  During 2009 and 2008, 21% and 31%, respectively, of the Company's revenues generated from zeolite product sales were to two customers.  The loss of the Company's "key" customers could adversely affect its business.

The Company's revenues from antimony sales are strongly influenced by world prices for such commodities, which fluctuate and are affected by numerous factors beyond the Company's control, including inflation and worldwide forces of supply and demand. The aggregate effect of these factors is not possible to predict accurately.
F-7

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 

Many of the Company's competitors in the antimony industry have substantially more capital resources and market share than the Company. Therefore, the Company's ability to maintain its market share can be significantly affected by factors outside of the Company's control.

3.       Summary of Significant Accounting Policies

Principles of Consolidation

The Company's consolidated financial statements include the accounts of BRZ, USAMSA and AM, all wholly-owned subsidiaries.  Intercompany balances and transactions are eliminated in consolidation.

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 and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the carrying value of property plant and equipment, reclamation and remediation requirements, and the allowance for bad debts. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the 2008 financial statements in order to conform to the 2009 presentation.  These reclassifications have no effect on net loss, total assets or stockholders' equity as previously reported.

Cash and Cash Equivalents

The Company considers cash in banks and investments with original maturities of three months or less when purchased to be cash equivalents.

Restricted Cash

Restricted cash at December 31, 2009 and 2008 consists of cash held for reclamation performance bonds, and is held as certificates of deposit with financial institutions.

Accounts Receivable

Accounts receivable are stated at the amount that management expects to collect from outstanding balances.  Management provides for probable uncollectible amounts through an allowance for doubtful accounts.  Changes to the allowance for doubtful accounts are based on management’s judgment, considering historical write-offs, collections and current credit conditions.  Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable.  Payments received on receivables subsequent to being written off are considered a bad debt recovery.

Inventories

Inventories at December 31, 2009 and 2008 consisted primarily of finished antimony products, antimony metal and finished zeolite products that are stated at the lower of first-in, first-out cost or estimated net realizable value. Since the Company's antimony inventory is a commodity with a sales value that is subject to world prices for antimony that are beyond the Company's control, a significant change in the world market price of antimony could have a significant effect on the net realizable value of inventories.
F-8

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 

3.       Summary of Significant Accounting Policies, continued

Properties, Plants and Equipment

Production facilities and equipment are stated at the lower of cost or estimated net realizable value and are depreciated using the straight-line method over estimated useful lives of five to fifteen years. Vehicles and office equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to seven years.  Maintenance and repairs are charged to operations as incurred. Betterments of a major nature are capitalized.  When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations.

Management of the Company periodically reviews the net carrying value of all of its properties on a property-by-property basis. These reviews 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 is 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 is based on the estimated fair value of the asset if the asset is expected to be held and used.

Although management has made 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.

Mineral Rights

The cost to obtain the legal right to explore, extract and retain at least a portion of the benefits from mineral deposits are capitalized as mineral rights in the year of acquisition.

Exploration and Development

The Company records exploration costs as operating expenses in the period they occur, and capitalizes development costs on discrete mineralized bodies that have proven reserves in compliance with SEC Industry Guide 7, and are in development or production.

Asset Retirement Obligations

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 allocated to accretion expense 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 underlying the obligation.

Reclamation and Remediation

All of the Company's mining operations are subject to reclamation and remediation requirements. Minimum standards for mine reclamation have been established by various governmental agencies. Costs are estimated based primarily upon environmental and regulatory requirements and are accrued. The liability for reclamation is classified as current or noncurrent based on the expected timing of expenditures.
F-9

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008


3.       Summary of Significant Accounting Policies, continued

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. The Company has restricted cash balances that have been provided to ensure performance of its reclamation obligations.

It is reasonably possible that because of 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.

Revenue Recognition

Sales of antimony and zeolite products are recorded upon shipment and when title passes to the customer.  Prepayments received from customers prior to the time that products are shipped are recorded as deferred revenue.  When the related products are shipped, the amount recorded as deferred revenue is recognized as revenue.  The Company's sales agreements provide for no product returns or allowances.

Revenue from exclusive sales agreement with multiple elements is recognized prorata over the duration of the contract.

Common Stock Issued for Consideration Other than Cash

All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair value of the consideration received or the fair value of the common stock issued, whichever is more readily determinable.

Income Taxes

Income taxes are accounted for under the liability method.  Under this method, deferred income tax liabilities or assets are determined at the end of each period using the tax rate expected to be in effect when the taxes are actually paid or recovered.  A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

The Company applies generally accepted accounting principles for recognition of uncertainty in income taxes and prescribing a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. In the course of its assessment, the Company has determined that it is subject to examination of our income tax filings in the United States and state jurisdictions for the 2005 through 2008 tax years. In the event that the Company is assessed penalties and or interest, penalties will be charged to other operating expense and interest will be charged to interest expense.

Income (Loss) Per Common Share

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including warrants to purchase the Company's common stock (see note 12) and common stock issuable upon the conversion of notes payable (see note 11).
F-10

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008


3.       Summary of Significant Accounting Policies, continued

Fair Value Measures

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

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

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

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

At December 31, 2009, the Company has no financial assets or liabilities that are measured at fair value on a recurring basis other than restricted cash in certificates of deposit, which are measured using level 1 inputs.

New Accounting Pronouncements

The Company has adopted the provisions of FASB ASC 805 related to business combinations, which is effective for transactions where the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. FASB ASC 805 has changed the method of accounting for the assets acquired and liabilities assumed in a business combination, as follows:
 
·    
Acquisition costs will be generally expensed as incurred;
 
·    
Noncontrolling interests (formally known as “minority interests”) will be valued at fair value at the acquisition date;
 
·    
Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;
 
·    
In-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;
 
·    
Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and
 
·    
Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.


F-11

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 

3.       Summary of Significant Accounting Policies, continued

The adoption of FASB ASC 805 does not currently have a material effect on our consolidated financial statements. However, any future business acquisitions will be accounted for in accordance with this standard.

The Company has adopted the provisions of FASB ASC 810 which relate to non controlling interests in consolidated financial statements. The adopted provisions of FASB ASC 810 are effective for fiscal years and interim periods within those years beginning on or after December 15, 2008. FASB ASC 810 establishes accounting and reporting standards for the non controlling ownership interest in a subsidiary and for the deconsolidation of a subsidiary. The adoption of FASB ASC 810 currently has no impact on our consolidated financial statements.

4.       Sales of Accounts Receivable

The Company sells its accounts receivable to a financing company pursuant to the terms of a factoring agreement.  According to the terms of the agreement, the receivables are sold with full recourse and the Company assumes all risks of collectability.  Accordingly, the Company's allowance for doubtful accounts is based upon the expected collectability of all trade receivables.  The performance of all obligations and payments to the factoring company is personally guaranteed by John C. Lawrence, the Company's president and a director.  As consideration for Mr. Lawrence's guarantee, the Company granted a mortgaged security interest to Mr. Lawrence collateralized by the Company's real and personal property.

The factoring agreement requires the Company to pay a financing fee equal to 2% of the face amount of receivables sold.  Financing fees paid by the Company during the years ended December 31, 2009 and 2008 totaled $90,124 and $113,197, respectively.  For the years ended December 31, 2009 and 2008, net accounts receivable of approximately $3.07 million and $4.93 million, respectively, were sold under the agreement.

Proceeds from the sales were used to fund inventory purchases and operating expenses.  The agreement is for a term of one year with automatic renewal for additional one-year terms.

5.       Inventories

The major components of the Company's inventories at December 31, 2009 and 2008 were as follows:
 
 
   
2009
   
2008
 
Antimony Metal
  $ 33,722     $ 40,907  
Antimony Oxide
    109,665       15,525  
Zeolite
    54,049       52,785  
    $ 197,436     $ 109,217  
 
 
At December 31, 2009 and 2008, antimony metal consisted principally of recast metal from antimony-based compounds and metal purchased from foreign suppliers.  Antimony oxide inventory consisted of finished product oxide held at the Company's plant. The Company's zeolite inventory consists of salable zeolite material held at BRZ's Idaho mining and production facility.
F-12

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

 
6.       Properties, Plants and Equipment

The major components of the Company's properties, plants and equipment at December 31, 2009 and 2008 are shown below.  Approximately $1.1 million of capitalized costs at December 31, 2009 have not yet been placed in service and, therefore, have not been subject to depreciation.

 
 
   
2009
   
2008
 
Antimony:
           
Equipment
    1,547,559       1,395,293  
Buildings
    628,809       547,401  
Mineral rights
    193,549       193,549  
Land
    608,998       315,354  
      2,978,915       2,451,597  
Accumulated depreciation
    (1,249,236 )     (1,226,407 )
         Total Antimony, net
    1,729,679       1,225,190  
Zeolite:
               
Equipment
    2,125,748       2,038,748  
Buildings
    1,415,984       1,373,420  
      3,541,732       3,412,168  
Accumulated depreciation
    (1,867,257 )     (1,676,734 )
         Total Zeolite, net
    1,674,475       1,735,434  
Properties, plants and equipment, net
  $ 3,404,154     $ 2,960,624  
 
 
7.       Investment in AM

On December 16, 2005, AM signed a contract and option agreement that gives AM the exclusive right to explore and develop the San Miguel I and San Miguel II concessions for an annual payment of $50,000, and an option to purchase payment of $100,000 annually.  Total payments will not exceed $1,430,344, reduced by taxes paid.  All installment payments must be paid when and if AM exercises the option to purchase.  During both 2009 and 2008, $86,956 was paid and capitalized as mineral rights in accordance with the Company’s accounting policies.

8.       Deferred Revenue

On October 25, 2006, the Company entered into a five year agreement to exclusively sell pozzlan zeolite (PZ) to one individual.  The agreement called for the individual to purchase a minimum of 3,000 tons of PZ per month.  If the minimum sales are not purchased for a 90-day period of time, the exclusivity of sales to this individual is forfeited.  The agreement called for a sales price between $30 and $40 per ton until June 1, 2007, at which time the Company could adjust its price as necessary based on its production costs.

The agreement was to commence upon receipt of $500,000 from the stockholder (buyer), which occurred in 2006, and upon completion of permitting and construction of the new mill with operational milling equipment (completed as of December 31, 2007).

During the year ended December 31, 2007, the Company received an additional $300,000 to extend the life of the agreement and provide exclusivity for certain other sales areas.  The extension agreement was with a company, Zeolite Company of America (ZCA), of which the stockholder is part owner.  The extension agreement lowered the monthly sales requirement to 350 tons per month and set the sale price at $40 per ton beginning December 31, 2007.
F-13

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 

8.       Deferred Revenue, continued

It further specified that should ZCA not purchase or pay for the 350 tons per month for any three month period, ZCA would lose its exclusivity and price commitment.

During the second quarter of 2008 the exclusivity agreement became void due to ZCA’s failure to perform.  As a result, the Company recognized the entire $800,000 of deferred revenue related to the contract in the second quarter of 2008.

9.       Due to Related Parties

Amounts due to related parties at December 31, 2009 and 2008 were as follows (see Note 15 and 19):
 
 
   
2009
   
2008
 
Entity owned by John C. Lawrence, president and director
  $ 1,912     $ 8,594  
John C. Lawrence, president and director(1)
    8,394       324,158  
    $ 10,306     $ 332,752  
 
 
(1) Includes accrued interest at 10% per annum of $0 and $146,219 at December 31, 2009 and 2008, respectively.

Transactions affecting the payable to Mr. Lawrence during 2009 and 2008 were as follows:
 
 
      2009       2008  
Balance, beginning of year
  $ 324,158     $ 344,327  
Equipment rental charges
    32,236       70,767  
Interest expense
          38,137  
Conversion of payables and exercise of warrants
    (291,406 )      
Payments and advances, net
    (56,594 )     (129,073 )
Balance, end of year
  $ 8,394     $ 324,158  
                 
 
 
F-14

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 

10.     Long-Term Debt

Long-term debt at December 31, 2009 and 2008 is as follows:
 
 
   
2009
   
2008
 
Note payable to Western States Equipment Co., bearing interest
           
at 6.4%; payable in monthly installments of $2,066; maturing
           
December 2013; collateralized by equipment.
  $ 87,300     $  
                 
Note payable to CNH Capital America, LLC, bearing interest
               
   at 4.5%; payable in monthly installments of $505; maturing
               
   June 2013; collateralized by equipment.
    19,958       24,854  
                 
Note payable to GE Capital, bearing interest at 6.32%; payable in
               
monthly installments of $908; maturing May 2011; collateralized by
               
equipment.
    14,735       23,592  
                 
Note payable to GE Capital, bearing interest at 2.25%; payable in
               
monthly installments of $359; maturing July 2013; collateralized by
               
equipment.
    14,817       18,745  
                 
Note payable to Robert and Phyllis Rice, bearing interest
               
at 1%; payable in monthly installments of $1,000; maturing
               
January 2011; collateralized by equipment.
    13,082        
                 
Note payable to CNH Capital America, LLC, bearing interest
               
at 2.5%; payable in monthly installments of $1,115; maturing
               
May 2010; collateralized by equipment.
    6,674       19,745  
                 
Note payable to an individual.  The balance was paid by a
               
transfer of equipment to an individual in 2009.
          55,000  
                 
Note payable, bearing interest at 10%; payable in four annual
               
installments of $10,000 each beginning December 2005; not
               
collateralized.
          20,000  
                 
Note payable to CNH Capital America, LLC, bearing interest
               
at 15%; payable in monthly installments of $135; maturing
               
April 2014; collateralized by equipment.
          7,201  
                 
                 
      156,566       169,137  
Less current portion
    (57,856 )     (114,596 )
Noncurrent portion
  $ 98,710     $ 54,541  
 
 
F-15

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

10.     Long-Term Debt, continued

At December 31, 2009, principal payments on debt are due as follows:
 
 
Year Ending
     
December 31,
     
2010
  $ 57,856  
2011
    36,321  
2012
    32,440  
2013
    29,949  
Thereafter
     
    $ 156,566  
 
 
11.     Secured Convertible and Convertible Notes Payable

Unsecured Convertible Note Payable

On December 22, 2003, John C. Lawrence, the Company's president and a director, agreed to convert $100,000 of related party debt due to him into a convertible note payable. The note accrued interest at 10% per annum and was convertible into shares of the Company's common stock at an initial conversion price of $0.20 per share.  At December 31, 2008, $100,000 of principal was outstanding, and accrued interest on the note included in Payables to related parties was $67,890. During 2009 the note was converted into 500,000 shares of the Company’s common stock. In addition, $200,000 of related party payable, including outstanding accrued interest payable, was used by Mr. Lawrence to exercise warrants initially issued in connection with the convertible note payable, for the purchase of 1,000,000 shares of common stock.

12.     Stockholders' Equity

Issuance of Common Stock for Cash

During 2009 and 2008, the Company sold an aggregate of 5,600,234 and 3,219,292 shares, respectively, of its unregistered common stock to existing stockholders and other parties for $1,122,243 and $687,495, respectively.  In connection with sales of the Company’s common stock, no warrants to purchase shares of the Company’s common stock were granted in 2009.  In 2008, warrants to purchase 158,400 at $0.75 and 31,250 at $0.60 were granted.

Issuance of Common Stock for Services and Property

During 2009 and 2008, the Company issued 130,000 and 130,000 shares, respectively, of common stock to its directors for services, with values of $39,000 and $39,000, respectively. The stock values were determined based on current stock price at date of grant.

Common Stock Warrants

The Company's Board of Directors has the authority to issue stock warrants for the purchase of preferred or common stock to directors and employees of the Company. The Company has also issued warrants in exchange for services rendered the Company and in connection with sales of its unregistered common stock.

During 2008, the Company’s Board of Directors authorized a reduction in the exercise price of all outstanding warrants that become due prior to June 30, 2009 to $0.20 per share.
F-16

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2009 and 2008

12.     Stockholders' Equity, continued

Transactions in common stock warrants are as follows:
 
   
Number of
   
Exercise
 
   
Warrants
   
Prices
 
Balance, December 31, 2007
    7,067,727       $0.20-$0.75  
Warrants granted in connection with 2008 stock sales
    189,650       $0.60-$0.75  
Warrants exercised
    (2,662,293 )     $0.20-$0.60  
Warrants expired and cancelled
    (833,334 )     $          0.60  
Balance, December 31, 2008
    3,761,750       $0.20-$0.75  
Warrants granted in connection with 2009 stock sales
          $             —  
Warrants exercised
    (1,512,849 )     $0.20-$0.60  
Warrants expired and cancelled
    (1,327,167 )     $          0.60  
Balance, December 31, 2009
    921,734       $0.20-$0.75  
 
The above common stock warrants expire as follows:
 
Year Ended December 31:
               
2010
    513,334          
2011
    158,400