form10q_16958.htm


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

FORM 10-Q
(Mark One)

x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended september 30, 2010

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period ____________ to ____________
 
Commission file number  001-08675

 
UNITED STATES ANTIMONY CORPORATION

(Exact name of registrant as specified in its charter)


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

P.O. Box 643, Thompson Falls, Montana   59873
(Address of principal executive offices) (Zip code)
 
Registrant’s telephone number, including area code: (406) 827-3523

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x  No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o    No o  
 
Indicate by check mark whether the registrant is a shell company as defined by Rule 12b-2 of the Exchange Act.
Yes o  No  x
 
At November 15, 2010 the registrant had outstanding 54,885,435 shares of par value $0.01 common stock.
  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company þ
 


 
 
 
 
UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED SEPTEMBER 30, 2010



TABLE OF CONTENTS


Page

PART I – FINANCIAL INFORMATION
 
Item 1:    Financial Statements (unaudited)
1-7
   
Item 2:    Management’s Discussion and Analysis of Results of Operations and Financial Condition
7-11
   
Item 3:    Quantitative and Qualitative Disclosure about Market Risk
11
   
Item 4:    Controls and Procedures
11-12
   
   
   
PART II – OTHER INFORMATION
 
   
Item 1:    Legal Proceedings
13
   
Item 2:    Unregistered Sales of Equity Securities and Use of Proceeds
13
   
Item 3:    Defaults upon Senior Securities
13
   
Item 4:    Removed and Reserved
13
   
Item 5:    Other Information
13
   
Item 6:    Exhibits and Reports on Form 8-K
13
   
   
SIGNATURE
14
   
CERTIFICATIONS
15-16


 


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

 
PART I-FINANCIAL INFORMATION

Item 1. Financial Statements
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets
             
   
(Unaudited)
       
   
September 30, 2010
   
December 31, 2009
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 41,267     $ 180,613  
Accounts receivable, less allowance
               
for doubtful accounts of $7,600 and $7,872, respectively
    319,843       161,765  
Inventories
    523,826       197,436  
Total current assets
    884,936       539,814  
                 
Properties, plants and equipment, net
    3,810,636       3,404,154  
Restricted cash for reclamation bonds
    73,935       73,916  
Total assets
  $ 4,769,507     $ 4,017,884  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Checks issued and payable
  $     $ 17,142  
Accounts payable
    508,550       377,775  
Accrued payroll, taxes and interest
    111,070       83,857  
Other accrued liabilities
    182,364       228,485  
Deferred revenue
    65,000       73,022  
Payables to related parties
    22,260       10,306  
Long-term debt, current
    54,569       57,856  
Total current liabilities
    943,813       848,443  
                 
Long-term debt, noncurrent
    91,194       98,710  
Accrued reclamation and remediation costs, noncurrent
    107,500       107,500  
Total liabilities
    1,142,507       1,054,653  
                 
Commitments and contingencies (Note 4)
               
                 
Stockholders' equity:
               
Preferred stock $0.01 par value, 10,000,000 shares authorized:
               
Series A:  no shares issued and outstanding
           
Series B: 750,000 shares issued and outstanding
               
(liquidation preference $862,500)
    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 $4,632,136, respectively)
    17,509       17,509  
Common stock, $0.01 par vaue, 60,000,000 shares authorized;
               
54,885,435 and 53,098,769 shares issued and outstanding, respectively
    548,854       530,987  
Stock subscriptions receivable
    (323,730 )     (270,000 )
Additional paid-in capital
    24,097,975       23,604,625  
Accumulated deficit
    (20,722,887 )     (20,929,169 )
Total stockholders' equity
    3,627,000       2,963,231  
Total liabilities and stockholders' equity
  $ 4,769,507     $ 4,017,884  
                 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
1

 
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
 
   
For the three months ended
   
For the nine months ended
 
   
September 30, 2010
   
September 30, 2009
   
September 30, 2010
   
September 30, 2009
 
Antimony Division - Montana
                       
Revenues
  $ 1,899,469     $ 801,601     $ 4,432,024     $ 1,857,545  
Cost of sales:
                               
Production costs
    1,278,840       547,402       3,257,222       1,289,741  
Depreciation
    7,937       27,965       20,729       40,846  
Freight and delivery
    75,887       30,599       169,814       87,151  
General and administrative
    18,247       20,658       57,408       60,959  
Direct sales expense
    11,250       11,250       33,750       33,750  
       Total cost of sales
    1,392,161       637,874       3,538,923       1,512,447  
Gross profit - antimony
    507,308       163,727       893,101       345,098  
                                 
Zeolite Division - Idaho
                               
Revenues
    760,264       411,369       1,732,708       1,079,869  
Cost of sales:
                               
Production costs
    395,686       213,344       938,066       591,950  
Depreciation
    47,885       50,262       140,301       149,966  
Freight and delivery
    4,817       12,601       11,669       51,847  
General and administrative
    30,932       39,473       85,315       115,925  
Royalties
    81,229       53,208       201,132       143,446  
Direct sales expense
    17,566       17,476       52,188       53,223  
       Total cost of sales
    578,115       386,364       1,428,671       1,106,357  
Gross profit (loss) - zeolite
    182,149       25,005       304,037       (26,488 )
                                 
Total revenues - combined
    2,659,733       1,212,970       6,164,732       2,937,414  
Total cost of sales - combined
    1,970,276       1,024,238       4,967,594       2,618,804  
Gross profit - combined
    689,457       188,732       1,197,138       318,610  
                                 
Other operating expenses:
                               
Antimony Division - Mexico start-up costs
    195,013             291,951        
Antimony Division - Mexico depreciation
    46,768             102,828        
Antimony Division - Mexico impairment loss
    199,302             199,302        
Corporate general and administrative
    121,710       101,049       319,311       309,547  
Exploration expense
          117,631       1,000       266,253  
Other operating expenses
    562,793       218,680       914,392       575,800  
Income (loss) from operations
    126,664       (29,948 )     282,746       (257,190 )
                                 
Other (income) expenses:
                               
Interest (income) expense, net
    2,405       892       (7,608 )     5,983  
Factoring expense
    38,444       18,878       84,073       62,730  
Other expenses
    40,849       19,770       76,465       68,713  
                                 
Net income (loss)
  $ 85,815     $ (49,718 )   $ 206,281     $ (325,903 )
                                 
Net income (loss) per share of
                               
common stock:
                               
Basic and diluted
 
Nil
   
Nil
   
Nil
    $ (0.01 )
                                 
Weighted average shares outstanding:
                         
Basic
    54,953,914       51,061,186       54,076,568       49,340,637  
Diluted
    55,198,358       51,061,186       54,309,523       49,340,637  
                                 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
2

 
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
 
   
For the nine months ended
 
   
September 30, 2010
   
September 30, 2009
 
Cash Flows From Operating Activities:
           
Net income (loss)
  $ 206,281     $ (325,903 )
Adjustments to reconcile net income (loss) to net cash
               
used by operating activities:
               
Depreciation expense
    263,858       190,812  
Common stock issued to directors for services
    49,400       39,000  
Mexico impairment loss
    199,302        
Change in:
               
Accounts receivable, net
    (158,078 )     (173,768 )
Inventories
    (326,390 )     (18,776 )
Accounts payable
    83,965       (198,298 )
Accrued payroll, taxes and interest
    27,213       16,229  
Other accrued liabilities
    (46,121 )     (16,431 )
Deferred revenue
    (8,022 )     83,171  
Accrued interest payable
          1,006  
Payables to related parties
    11,954       (21,088 )
Net cash provided (used) by operating activities
    303,362       (424,046 )
                 
Cash Flows From Investing Activities:
               
Purchase of properties, plants and equipment
    (792,332 )     (312,329 )
Restricted cash for reclamation bonds
    (19 )     7,465  
Net cash used by investing activities
    (792,351 )     (304,864 )
                 
Cash Flows From Financing Activities:
               
Proceeds from sale of common stock, net of commissions
    281,817       715,108  
Principal payments of long-term debt
    (41,302 )     (48,538 )
Payments received on stock subscription agreements
    126,270       13,333  
Change in checks issued and payable
    (17,142 )     18,581  
Net cash provided by financing activities
    349,643       698,484  
                 
NET DECREASE IN CASH AND CASH EQUIVALENTS
    (139,346 )     (30,426 )
Cash and cash equivalents at beginning of period
    180,613       53,848  
Cash and cash equivalents at end of period
  $ 41,267     $ 23,422  
                 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Noncash investing and financing activities:
               
Stock issued for subscription receivable
  $ 180,000     $ 86,000  
Properties, plants and equipment acquired with accounts payable
    46,810       72,670  
Properties, plants & equipment acquired with long-term debt
    30,500       19,000  
Warrants exercised for forgiveness of payable and interest to related party
          200,000  
Stock issued for conversion of convertible note payable to related party
          100,000  
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
3

 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)

1.       Basis of Presentation and Changes in Accounting Policies:

The unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the nine month period ended September 30, 2010 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2010.

Certain consolidated financial statement amounts for the nine month period ended September 30, 2009 have been reclassified to conform to the 2010 presentation.  These reclassifications had no effect on the net loss or accumulated deficit as previously reported.

For further information refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

The Financial Accounting Standards Board (FASB) issued the FASB Accounting Standards Codification (ASC) on July 1, 2009, which is effective for reporting periods ending on or after September 15, 2009. The ASC changed the way that U. S. generally accepted accounting principles (U.S. GAAP) are referenced by reorganizing the thousands of individual pronouncements that comprised U.S. GAAP into 90 accounting topics utilizing a consistent structure for each topic. The ASC does not change how the Company accounts for its transactions or the nature of related disclosures made. However, when referring to guidance issued by the FASB, the Company must now refer to topics in the ASC rather than to Statements of Financial Accounting Standards or other accounting pronouncements. Any references to U.S. GAAP in this report have been updated to reflect the guidance in the ASC

The financial statements have been prepared on a going concern basis, which assumes realization of assets and liquidation of liabilities in the normal course of business.  At September 30, 2010, the Company had negative working capital of approximately $59,000 and an accumulated deficit of approximately $21 million.  These factors, among others, indicate that there is substantial doubt that the Company will be able to meet its obligations and continue in existence as a going concern.  The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.  The Company’s management is confident, however, given recent increases in pricing, the expectation of acquiring new customers, and continued reduction in capital spending, that it will be able to generate cash from operations and financing sources that will enable it to meet its obligations over the next twelve months.

During the nine months ended September 30, 2010 the Company incurred interest expense of $5,470, all of which has been capitalized as part of the cost of constructing the Cal Los Arcos Mill in Mexico. No interest was capitalized during 2009.

2.       Income (Loss) Per Common Share:

Basic earnings per share is arrived at by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding.  For the three and nine months ended September 30, 2009 common stock equivalents, including 750,000 warrants to purchase the Company’s common stock are excluded from the calculations when their effect is antidilutive.  For the three and nine months ended September 30, 2010, 244,444 and 232,955 common stock equivalents, respectively are included in the calculation of diluted earnings per share.
 
4

 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

3.       Inventories

   
September 30, 2010
   
December 31, 2009
 
Antimony Metal
  $ 229,710     $ 33,722  
Antimony Oxide
    184,742       109,665  
Zeolite
    109,374       54,049  
    $ 523,826     $ 197,436  
                 

At September 30, 2010 and December 31, 2009, 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.

4.       Commitments and Contingencies:

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

At September 30, 2010, the Company accrued $27,744 for penalties assessed by the Mine Safety and Health Administration and Idaho Department of Environmental Quality at the Bear River Zeolite facility. The penalties were assessed for minor technical infractions.

During the nine months ended September 30, 2010, the Company was notified that several individuals to whom the Company is remitting royalty payments were bringing legal action for underpayment of royalties. Although management believes the possibility of a negative outcome is remote, the Company has $53,858 accrued as a liability at September 30, 2010, representing the gross amount underpaid according to the claimants.

5.     Concentrations of Risk

During the quarters ended September 30, 2010 and 2009, approximately 27% and 50%, respectively, of the Company's antimony revenues were generated by sales to two customers(Kohler, Inc. and Polymer Products Corporation).  The loss of the Company’s “key” customers could adversely affect its business.

6.     Related Party Transactions

During the third quarter of 2010, the Company paid $39,492 to Gary Babbit, Leo Jackson and Russell Lawrence, directors of the Company for permitting and other construction related activities at Mexican mill sites.
 
5

 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

6.     Related Party Transactions, continued

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

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

7.       Business Segments

The Company has two operating segments, antimony and zeolite.  Management reviews and evaluates the operating segments exclusive of interest and factoring expenses.  Therefore, interest expense and factoring is not allocated to the segments.  Selected information with respect to segments is as follows:
 
   
As of
September 30, 2010
   
As of
December 31, 2009
 
Properties, plants and equipment, net:
           
Antimony
           
United States
  $ 83,799     $ 69,719  
Mexico
    2,156,363       1,659,960  
Subtotal Antimony
    2,240,162       1,729,679  
Zeolite
    1,570,474       1,674,475  
    $ 3,810,636     $ 3,404,154  
                 
Inventories:
               
Antimony
               
United States
  $ 277,219     $ 143,387  
Mexico
    137,233        
Subtotal Antimony
    414,452       143,387  
Zeolite
    109,374       54,049  
    $ 523,826     $ 197,436  
                 
Total Assets:
               
Antimony
               
United States
  $ 508,196     $ 329,932  
Mexico
    2,309,761       1,838,991  
Subtotal Antimony
    2,817,957       2,168,923  
Zeolite
    1,946,012       1,847,380  
Corporate
    5,538       1,581  
    $ 4,769,507     $ 4,017,884  
 
6

 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

7.       Business Segments, continued
 
   
For the nine months ended
 
   
September 30, 2010
   
September 30, 2009
 
Capital expenditures:
           
Antimony
           
United States
  $ 34,809     $ 22,000  
Mexico
    798,533       348,622  
Subtotal Antimony
    833,342       370,622  
Zeolite
    36,300       33,377  
    $ 869,642     $ 403,999  


8.     Impairment

During the third quarter of 2010, the Company became aware the Mexico mill site, located in Queretaro, Mexico has no future value due to the site’s selection as a UNESCO “World Heritage Site”.  The Company has abandoned the mill site and is relocating the operation to a new location.  An impairment loss for the assets abandoned was recorded in the current quarter in the amount of $199,302.

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

General

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

For the three month period ended September 30, 2010 compared to the three month period ended September 30, 2009.

The Company’s operations resulted in net income of $85,815 for the three-month period ended September 30, 2010, compared with a net loss of $49,718 for the same period ended September 30, 2009.  The difference in income for the third quarter of 2010 compared to the similar period of 2009 is primarily due to an increase in sales volume for both antimony and zeolite.

Antimony Division:

Total revenues from antimony product sales for the third quarter of 2010 were $1,899,469 compared with $801,601 for the comparable quarter of 2009, an increase of $1,097,868.  During the three-month period ended September 30, 2010, 55% of the Company's revenues from antimony product sales were from sales to two customers (Kohler, Inc, and Polymer Products Corporation).  Sales of antimony products during the third quarter of 2010 consisted of 478,751 pounds at an average sale price of $3.97 per pound.
 
7

 
PART I - FINANCIAL INFORMATION, CONTINUED:

 
ITEM 2. 
Management’s Discussion and Analysis of Results of Operations and Financial Condition, continued
 
During the third quarter of 2009, sales of antimony products consisted of 343,074 pounds at an average sale price of $2.34 per pound.  The significant increase in both dollars and pounds of antimony sold is primarily due to an increased supply of raw materials available for production.

The cost of antimony production was $1,278,840, or $2.67 per pound sold during the third quarter of 2010 compared to $547,402, or $1.60 per pound sold during the third quarter of 2009.  The increase in cost per pound is primarily due to an increase in the cost of the raw materials.

Antimony depreciation for the third quarter of 2010 was $7,937 compared to $27,965 for the third quarter of 2009. The decrease in depreciation is due to the limited fixed asset additions during the year.

Antimony freight and delivery expense for the third quarter of 2010 was $75,887 compared to $30,599 during the third quarter of 2009.  The increase in freight and delivery expense is primarily due to an increase in the amount of freight delivered.

General and administrative expenses in the antimony division were $18,247 during the third quarter of 2010 compared to $20,658 during the same quarter in 2009.

Antimony sales expenses were $11,250 for the third quarter of 2010 and the same for the third quarter in 2009.

Zeolite Division:

Total revenue from sales of zeolite products during the third quarter of 2010 were $760,264 at an average sales price of $168.28 per ton, compared with the same quarter sales in 2009 of $411,369 at an average sales price of $135.41 per ton.

The cost of zeolite production was $395,686, or $87.56 per ton sold, for the third quarter of 2010 compared to $213,344, or $70.23 per ton sold, during the third quarter of 2009.  The increase was due to increased labor expense during the third quarter of 2010 compared to the third quarter of 2009.

Zeolite depreciation for the third quarter of 2010 was $47,885 compared to $50,262 for the third quarter of 2009.

Zeolite freight and delivery for the third quarter of 2010 was $4,817 compared to $12,601 for the third quarter of 2009.  The decrease is due to a decrease in freight expense due to a program of having customers pay their own freight.

During the third quarter of 2010, the Company incurred costs totaling $30,932 associated with general and administrative expenses at Bear River Zeolite Company, compared to $39,473 of such expenses in the comparable quarter of 2009.

Zeolite royalties expenses were $81,229 during the third quarter of 2010 compared to $53,208 during the third quarter of 2009.  The increase is due to an increase in tons of zeolite sold during the third quarter of 2010.
 
8

 
PART I - FINANCIAL INFORMATION, CONTINUED:

 
ITEM 2. 
Management’s Discussion and Analysis of Results of Operations and Financial Condition, continued
 
Zeolite sales expenses were $17,566 during the third quarter of 2010 compared to $17,476 during the third quarter of 2009.

Administrative Operations

Mexico start-up costs for the third quarter of 2010 were $195,013 compared to $0 during the comparable quarter of 2009. The increase in costs is due primarily to the initiation of Mexican operations.

Mexico depreciation for the third quarter of 2010 was $46,768 compared to $0 for the third quarter of 2009.

General and administrative expenses for the corporation were $121,710 during the third quarter of 2010 compared to $101,049 for the same quarter in 2009.

During the third quarter of 2010, the Company recorded an impairment loss of $199,302.  As described further in Note 8, the Company has identified a mill site in Mexico that was determined to have no future value.  The Company is in the process of removing equipment from that site and re-installing it at a separate site in Mexico.

Interest expense of $2,405 was incurred during the third quarter of 2010 compared to income of $892 during the third quarter of 2009.

Accounts receivable factoring expense was $38,444 during the third quarter of 2010 compared to $18,878 during the third quarter of 2009.  The increase is due to increased sales and accounts receivable.

For the nine month period ended September 30, 2010 compared to the nine month period ended September 30, 2009.

The Company’s operations resulted in net income of $206,281 for the nine-month period ended September 30, 2010, compared with net loss of $325,903 for the same period ended September 30, 2009.  The difference in income for the first nine months of 2010 compared to the similar period of 2009 is primarily due to increased sales and a decrease in production costs relative to revenues.

Antimony Division:

Total revenues from antimony product sales for the first nine months of 2010 were $4,432,024 compared with $1,857,545 for the comparable quarters of 2009, an increase of $2,574,479.  During the nine-month period ended September 30, 2010, 37% of the Company's revenues from antimony product sales were from sales to one customer.  Sales of antimony products during the first nine months of 2010 consisted of 1,238,442 pounds at an average sale price of $3.58 per pound.  During the first nine months of 2009, sales of antimony products consisted of 841,154 pounds at an average sale price of $2.21 per pound.  The increase in antimony revenues is due to increased prices for the commodity.

The cost of antimony production was $3,257,222, or $2.63 per pound sold during the first nine months of 2010 compared to $1,289,741 or $1.53 per pound sold during the first nine months of 2009.  The increase in cost per pound is primarily due to increased prices for the commodity.

Antimony depreciation for the first nine months of 2010 was $20,729 compared to $40,846 for the first nine months of 2009. The decrease is due to the limited number of new assets acquired during the first nine months of 2010.
 
9

 
PART I - FINANCIAL INFORMATION, CONTINUED:
 
 
ITEM 2. 
Management’s Discussion and Analysis of Results of Operations and Financial Condition, continued
 
Antimony freight and delivery expense for the first nine months of 2010 was $169,814 compared to $87,151 during the first nine months of 2009.  The increase in freight and delivery expense is primarily due to an increase in the amount of product delivered.

General and administrative expenses in the antimony division were $57,408 during the first nine months of 2010 compared to $60,959 during the same period in 2009.
 
Antimony sales expenses were $33,750 for the first nine months of 2010 and $33,750 for the first nine months in 2009.

Zeolite Division:

Total revenue from sales of zeolite products during the first nine months of 2010 were $1,732,708 at an average sales price of $153.58 per ton, compared with the same period sales in 2009 of $1,079,869 at an average sales price of $131.10 per ton. The increase in sales price per ton is due to increased pricing for the metal.

The cost of zeolite production was $938,066, or $83.14 per ton sold, for the first nine months of 2010 compared to $591,950, or $71.86 per ton sold, during the first nine months of 2009.  The increase was due to increased maintenance and labor costs in 2010 compared to 2009.

Zeolite depreciation for the first nine months of 2010 was $140,301 compared to $149,966 for the first nine months of 2009.

Zeolite freight and delivery for the first nine months of 2010 was $11,669 compared to $51,847 for the first nine months of 2009.  The decrease is due to a decrease in freight expense caused by having customers pay their own freight.

During the first nine months of 2010, the Company incurred costs totaling $85,315 associated with general and administrative expenses at Bear River Zeolite Company, compared to $115,925 of such expenses in the comparable period of 2009.  The decrease is primarily due to a decrease in fines and penalties.

Zeolite royalties expenses were $201,132 during the first nine months of 2010 compared to $143,446 during the first nine months of 2009.  The increase is due to an increase in the tons of zeolite sold during 2010 compared to 2009.

Zeolite sales expenses were $52,188 during the first nine months of 2010 compared to $53,223 during the first nine months of 2009.

Administrative Operations

Mexico start-up costs for the first nine months of 2010 were $291,951 compared to $0 during the comparable period of 2009. The increase in costs is due primarily to expansion and initiation of Mexican operations.

Mexico depreciation for the first nine months of 2010 was $102,828 compared to $0 for the first nine months of 2009.
 
10

 
PART I - FINANCIAL INFORMATION, CONTINUED:

 
ITEM 2. 
Management’s Discussion and Analysis of Results of Operations and Financial Condition, continued
 
General and administrative expenses for the corporation were $319,311 during the first nine months of 2010 compared to $309,547 for the same period in 2009.

Exploration expense for the first nine months of 2010 was $1,000 compared to $266,253 during the first nine months of 2009. The decrease is attributable to the initiation of Mexican operations.

During the third quarter of 2010, the Company recorded an impairment loss of $199,302.  As described further in Note 8, the Company has identified a mill site in Mexico that was determined to have no future value.  The Company is in the process of removing equipment from that site and re-installing it at a separate site in Mexico

Interest income of $7,608 was earned during the first nine months of 2010 compared to $5,983 expensed during the first nine months of 2009.  The decrease in expense is due to the conversion of a significant loan balance to common stock between periods and interest earned on stock subscriptions receivable.

Accounts receivable factoring expense was $84,073 during the first nine months of 2010 compared to $62,730 during the first nine months of 2009. The increase is attributable to increased sales and accounts receivable.

Financial Condition and Liquidity

At September 30, 2010, Company assets totaled $4,769,507 and total stockholders’ equity was $3,627,000. Total stockholders’ equity increased $663,769 from December 31, 2009, primarily because of sales of common stock, and net income. At September 30, 2010, the Company’s total current liabilities exceeded its total current assets by $58,877. To continue as a going concern, the Company must continue to generate profits from its antimony and zeolite sales and/or acquire additional capital resources through the sale of its securities or from short and long-term debt financing. Without financing and profitable operations, the Company may not be able to meet its obligations, fund operations and continue in existence. While management is optimistic that the Company will be able to sustain profitable operations and meet its financial obligations, there can be no assurance of such results.  The Company’s management is confident, however, given recent increases in pricing, the expectation of acquiring new customers, and continued reduction in capital spending, that it will be able to generate cash from operations and financing sources that will enable it to meet its obligations over the next twelve months.

Cash (used) provided by operating activities during the first nine months of 2010 and 2009 was $303,362 and $(424,046), respectively and resulted primarily from inventory purchases in 2010, an impairment loss in 2010, and operating losses in 2009, respectively.

Cash used by investing activities during the first nine months of 2010 and 2009 was $792,351 and $304,864, respectively and primarily related to the purchase of property, plant and equipment in Mexico.

Net cash provided by financing activities during the first nine months of 2010 and 2009 was $349,643 and $698,484, respectively and primarily generated from proceeds from the sale of common stock and exercise of warrants.

ITEM 3.  Quantitative and Qualitative Disclosure about Market Risk.

Not applicable for small reporting company.
 
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ITEM 4.  Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our president, who serves as the chief accounting officer, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of September 30, 2010.

Based upon this evaluation, it was determined that there were material weaknesses affecting our internal control over financial reporting and, as a result of those weaknesses, our disclosure controls and procedures were not effective as of September 30, 2010. These material weaknesses are as follows:

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

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

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

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

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There have been no changes during the quarter ended September 30, 2010 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.
 
 
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PART II - OTHER INFORMATION

Item 1.                  LEGAL PROCEEDINGS

None

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

During the nine month period ended September 30, 2010, the Company sold shares of its restricted common stock directly and through the exercise of outstanding stock purchase warrants as follows: 1,616,666 shares for $0.30 per share ($485,000) and 40,000 shares for $0.20 per share ($8,000). In addition, 130,000 shares for $0.38 per share ($49,400) were provided to Directors of the Company as compensation.  Common stock sold is restricted as defined under Rule 144.  In management's opinion, the offer and sale of the securities were made in reliance on exemptions from registration provided by Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933, as amended and other applicable Federal and state securities laws.  Proceeds received on sales of common stock were used for general corporate purposes.

Item 3.                  DEFAULTS UPON SENIOR SECURITIES

The registrant has no outstanding senior securities.

Item 4.                  REMOVED AND RESERVED

None

Item 5.                  OTHER INFORMATION

None

Item 6.                  EXHIBITS AND REPORTS ON FORM 8-K

Certifications

Certifications Pursuant to the Sarbanes-Oxley Act

Reports on Form 8-K                           None
 
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SIGNATURE


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

 
 
UNITED STATES ANTIMONY CORPORATION
 
 
(Registrant)
 
       
       
       
Date: November 12, 2010
By:
/s/  John C. Lawrence  
     John C. Lawrence, Director and President  
    (Principal Executive, Financial and Accounting Officer)  
       
 
 
 
 
 
 
 
 
 
 
 
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