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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1



(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, 2006

   [ ]    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
                 (Name of small business issuer in its charter)

             Montana                                              81-0305822
 (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                             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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ ]

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

The registrant's revenues for its most recent fiscal year were $4,395,368.

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 $16,043,531 as of
March 28, 2006.

At March 28, 2006, the registrant had 39,947,767 outstanding shares of par value
$0.01 common stock.

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
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                                TABLE OF CONTENTS
                                     PART I


ITEM 1.       DESCRIPTION OF BUSINESS....................................      2
                 General ................................................      2
                 History.................................................      2
                 Overview-2006...........................................      2
                 Risk Factors............................................      3
                 Antimony Division.......................................      4
                 Zeolite Division........................................      5
                 Environmental Matters...................................      6
                 Employees...............................................      8
                 Other...................................................      8

ITEM 2.       DESCRIPTION OF PROPERTIES..................................      8
                 Antimony Division.......................................      8
                 Zeolite Division........................................      8

ITEM 3.       LEGAL PROCEEDINGS..........................................      8

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........      8

                                     PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
              MATTERS....................................................      9

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
              OPERATIONS.................................................      9

ITEM 7.       FINANCIAL STATEMENTS.......................................     11

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE........................     11

ITEM 8-A      CONTROLS AND PROCEDURES....................................     11

                                    PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
              PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
              ACT........................................................     11

ITEM 10.      EXECUTIVE COMPENSATION.....................................     12

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT.................................................     13

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............     14

ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K...........................     15

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES.....................     18

SIGNATURES       ........................................................     19

CERTIFICATIONS   ........................................................     20

FINANCIAL STATEMENTS..................................................... F1-F23

                                        2


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-KSB 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:

     o    discuss our future expectations;
     o    contain projections of our future results of operations or of our
          financial condition; and
     o    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. On August 19, 2005 USAC formed Antimonio de
Mexico, S. A. de C. V. to explore and develop antimony and silver deposits in
Mexico. Bear River Zeolite Company ("BRZ") was incorporated in 2000, and it
mines and produces zeolite in southeastern Idaho. Our principal business is the
production and sale of antimony and zeolite products.

OVERVIEW-2006

ANTIMONY SALES

During 2006, sales of our antimony products increased approximately 33% from
that of 2005. The profitability of the Antimony Division increased from $378,896
in 2005 to $680,816 in 2006, an increase of approximately 80% due to the
processing of a legacy slag pile.

BEAR RIVER ZEOLITE COMPANY

During 2006, sales of zeolite increased 0.6% during 2006 from 2005.Significant
costs were incurred by BRZ for the following:

o    Expansion of the plant
o    Construction of a new small packaging plant for odor control products
o    Beginning the installation of a new fine-grinding plant
o    Increase in the sales staff by one man
o    Installation of line electricity
o    Increased costs of fuel for drying, diesel-electric generators, and
     trucking.

YANKEE FORK MILL SITE RECLAMATION

During 2006, reclamation work was completed at the Yankee Fork mill site.

                                        3


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.

IF WE WERE LIQUIDATED, OUR COMMON SHAREHOLDERS 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 shareholders only after
satisfaction of claims of our creditors and preferred shareholders. 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 A ACCUMULATED DEFICIT, HAVE INCURRED SIGNIFICANT LOSSES, AND MAY INCUR
LOSSES IN THE FUTURE.

We have not generated an operating profit for several years, although we did
generate gross profit from operations during 2006. 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, 2006, we had a
stockholders' equity of $480,798. 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, 2006, we had total current assets of $601,523 and total current
liabilities of $1,591,597, or negative working capital of approximately
$990,074.

OUR AUDITORS' REPORT AS OF MARCH 14, 2007 RAISED DOUBT ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN.

Our audited financial statements for the year ended December 31, 2006, 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, 2006, we are delinquent on the payment of several current
liabilities including accounts payable of approximately $195,660 and accrued
interest payable of approximately $110,063. 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. Creditors who are owed taxes have the power to seize our assets
for payment of amounts past due and close down our operations.

CAPITAL TO MEET OUR FUTURE NEEDS FOR ANTIMONY AND ZEOLITE PRODUCTION MAY BE
UNAVAILABLE ON ACCEPTABLE TERMS.

To fund future needs, we may seek to obtain additional capital from public or
private financing transactions, as well as borrowing and other resources. The
issuance of equity or equity-related securities to raise additional cash would
result in dilution to our present stockholders. Further, additional debt funding
or common stock sales may not be available on favorable terms, if at all.

OUR EXISTING DEBT IS SECURED BY PLEDGES TO THE BANK AND TO OUR PRESIDENT, JOHN
C. LAWRENCE, OF SUBSTANTIALLY ALL OF OUR ASSETS. THEREFORE, A DEFAULT IN THE
PAYMENT OF ANY SECURED DEBT COULD RESULT IN A LOSS OF THE RELATED ASSETS AND OUR
ABILITY TO CONTINUE OPERATIONS.

As of December 31, 2006, our bank debt of approximately $225,614 is secured by a
collateral pledge of substantially all of our mining equipment as well as our
patented and unpatented mining claims in Sanders County, Montana. Pursuant to
the terms of convertible note payable, we owe quarterly interest payments, which
if we don't or are unable to pay will result in a default on the notes. Our
president, John C. Lawrence, has also guaranteed repayment of all our bank debt
and has a secured interest in our assets as well. In the event we are unable to
pay the bank debt as it matures, there is a risk the bank may foreclose its
security interest and we would lose all or a portion of our equipment as well as
our patented and unpatented mining claims.

                                        4


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, 2006,
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.

ANTIMONY DIVISION

Our antimony mining properties, mill and metallurgical plant are located in the
Burns Mining District of Sanders County, Montana, approximately 15 miles west of
Thompson Falls. We hold 2 patented lode claims which are contiguous, and 2
patented mill sites. 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 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. The balance of our investment at December 31, 2005 was
written down to zero due to the inactive status of the USAMSA. During 2006, USAC
spent $215,019 in the form of cash, USAC Common stock, and equipment to purchase
the equipment, a lease on the real property, and 50% of the USAMSA stock. An
additional $115,470 was spent to upgrade the plant which includes furnaces, dust
collectors, a furnace building, warehouse, scrubber, office and laboratory, slag
repository. It is ready to put into operation. The Company has completed its
smelting facility at Estacion Madero in the State of Coahuila, Mexico. High
grade direct smelter feed is anticipated by June 2007. The mine is located in
the State of Queretaro, Mexico. The mine is currently being permitted. A mill
and water have been located and permitting of the mill will begin shortly. The
mill equipment has been assembled in Montana to ship to the mill site.
Production from the mine and mill should begin during 2007."

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 bulbs 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 4%. We are the only
significant U.S. producer of antimony products. The balance of domestic sales is
foreign imports (primarily from China).

                                        5


For the year ended December 31, 2006, we sold 1,421,083 pounds of antimony
products generating approximately $3,292,000 in revenues which is an increase of
33%. During 2005, we sold 1,562,946 pounds of antimony products generating
$2,467,546. During 2006 and 20045, approximately 68% and 59%, 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
     2006          $2.48
     2005           1.73
     2004           1.32
     2003           1.21
     2002           0.88
     2001           0.58
     2000           0.67

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

     YEAR      HIGH      LOW     AVERAGE PRICE
     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 and the U.S.

ZEOLITE DIVISION

We own 100% of Bear River Zeolite Company, 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 minimum annual royalty during the first five years is
$1,000. During 2002, we sold additional royalty interests in BRZ to a company
controlled by Al Dugan, a majority shareholder 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 is currently
improving its productive capacity. Through December 31, 2006, we had spent
approximately $3,000,000 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.

                                        6


"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:

o    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,
     green beans, sorghum sudangrass, brussel sprouts, cabbage, carrots,
     tomatoes, cauliflower, radishes, strawberries, wheat, lettuce and broccoli.
o    Water Filtration. Zeolite is used for particulate, heavy metal and ammonium
     removal in swimming pools, municipal water systems, fisheries, fish farms,
     and aquariums.
o    Sewage Treatment. Zeolite is used in sewage treatment plants to remove
     nitrogen and as a carrier for microorganisms.
o    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.
o    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.
o    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.
o    Animal Nutrition. Feeding up to 2% zeolite increases growth rates,
     decreases conversion rates, prevents worms, and increases longevity.
o    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.

                                        7


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, 2006, 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, 2006.

GENERAL.

Reclamation activities at the Thompson Falls Antimony Plant have proceeded under
supervision of the U.S. Forest Service and applicable State Departments 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. In 2004, 2002 and 2001, the U.S.
Forest Service released a substantial portion of the environmental bonding funds
that had been deposited for remediation of the Yellow Jacket Mine.

We believe we have accrued adequate reserves to fulfill our environmental
remediation responsibilities as of December 31, 2006. 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, 2006, we employed 52 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, Lemhi County and Custer County
health ordinances.

                                        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
2 patented mill sites and 2 patented lode mining claims covering approximately
50 acres acres. The lode claims are contiguous.

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 minimum annual
royalty during the first five years is $1,000. 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 shareholder 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 2006

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." 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.

                 2006                       HIGH          LOW
            First Quarter                  $0.68         $0.45
            Second Quarter                  0.75          0.40
            Third Quarter                   0.60          0.35
            Fourth Quarter                  0.59          0.39

                 2005                       HIGH          LOW
            First Quarter                  $0.82         $0.42
            Second Quarter                  0.68          0.36
            Third Quarter                   0.70          0.45
            Fourth Quarter                  0.70          0.47


The approximate number of record holders of our common stock at March 28, 2007
is 2,553.

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.

                                        9


ITEM 6. 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 $284,658 in 2006 compared to a net loss of
$575,766 in 2005

In the Antimony Division sales rose from $2,467,546 in 2005 to $3,292,109, in
2006, an increase of 33%. The income from antimony operations rose from $378,896
in 2005 to $680,816 in 2006 an increase of 80%. The increase in revenues and
income were due to sharp price increases in antimony and the processing of a
legacy stock pile owned by the Company During the year ended December 31, 2005,
sales of antimony products consisted of 1,562,946 pounds at an average sale
price of $1.58 per pound. Sales of antimony products during the year ended
December 31, 2006 consisted of 1,421,083 pounds at an average sale price of
$2.28 per pound. Combined costs of antimony sales were $2,088,650 or $1.34 per
pound sold for the year ended December 31, 2005, as compared to $2,611,293 or
$1.84 per pound sold for the year ended December 31, 2006. Depreciation expense
in the Antimony division was $43,673 during 2005 compared to $24,205 during
2006. Sales expenses were $48,104 for 2005 compared to $60,142 for 2006.

Total sales of zeolite products were $1,096,484 for 2005, compared with
$1,103,259 for 2006, an increase of 0.6 percent. Combined costs of zeolite sales
were $1,367,849 for 2005, compared with $1,560,863 for 2006. The tons shipped in
2005 were 11,654 tons at an average price of $89.76 per ton compared to 9,696
tons at an average price of $112.91 in 2006, a decrease of 17% in the tonnage.
Depreciation expense was $84,256 for BRZ during 2005, compared to $109,259
during 2006. Sales expenses for 2005 were $48,937 compared to $68,816 for 2006.
The loss from operations in 2005 was $271,365 and it increased to $457,604 in
2006. This increase in the loss from operations was due to increased fuel costs
for diesel electric generators, equipment, and drying and the increase in the
sales staff.

The Company sold certain sales rights for the sale of zeolite for $500,000 cash
that was received in the fourth quarter of 2006.. We will begin shipping zeolite
product under this agreement in 2007. At December 31, 2006, the $500,000 has
been recorded as deferred revenue and will be recognized over the term of the
agreement. The funds have been used to begin the installation of the Raymond
fine-grinding mill. Other improvements at the BRZ plant this year include the
installation of a small packaging plant: the installation of a semi-automatic
packaging line for large bags; and the installation of line electricity.

During 2005, the Company incurred corporate general and administrative expenses
totaling $313,450, compared with $349,511 during 2006. The Company incurred
$230,878 in exploration during 2005 compared to $211,098 in 2006. The
exploration was on property located in Mexico.

The Company continued its sale of the surface rights of idle mining claims. In
2005, the Company sold $70,000 worth of claims compared to $234,244 in 2006. The
money was applied primarily to the retirement of bank debt, and the sales have
continued into 2007.

Reclamation at the Yellow Jacket Mine and the Yankee Fork Mill site is complete.
Revision in management estimates for remaining reclamation obligations resulted
in a decrease in overall reclamation accrual of $35,000.

Net interest expense was $122,021 for 2005, compared with $127,294 for 2006

Accounts receivable factoring expense was $86,947 for 2005, compared with
$89,211 for 2006..

FINANCIAL CONDITION AND LIQUIDITY

At December 31, 2006, Company assets totaled $2,749,960, and the stockholders'
equity was $480,798. At December 31, 2006, the Company's total current assets
exceeded its total current liabilities by $990,074. Due to the Company's
operating losses and other liquidity concerns, the Company's independent
accountants included a paragraph in its report on our 2006 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 the sale of its securities or from

                                       10


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, 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:

o    Servicing notes payable to bank.
o    Paying delinquent property and payroll tax liabilities and accounts
     payable.
o    Fulfilling responsibilities with environmental, labor safety and securities
     regulatory agencies.
o    Keeping current with the interest payment requirements of the secured and
     unsecured convertible notes payable.

We are currently not in compliance with certain covenants of our notes payable
with First State Bank of Thompson Falls (Montana). The total balance of these
notes at December 31, 2006 was $225,614. These notes are personally guaranteed
by the Company's president, John C. Lawrence. The particular covenants that we
have not complied with relate to not paying payroll and property taxes when due.
During 2006, the Company has become current on most of these delinquent taxes.
As in past years, the Company has obtained a waiver from the bank indicating
that they will not call the notes due as a result of this non-compliance through
December 31, 2007. We believe we have the capability to continue making the
required monthly payments on these notes. We believe that the covenants have
little impact on the Company's ability to receive additional funding which is
expected to be raised from sale of shares of common stock.

Cash generated by operating activities during 2006 was $137,455.

Cash used by investing activities during 2006 was $1,040,870, which was
primarily related to the construction and purchases of capital assets used at
the Bear River Zeolite facility and for Mexican investments..

The Company was able to fund its operating loss and its acquisition of plant and
equipment during 2006 from net cash provided by financing activities of
$833,939, including $992,599 generated from sales of unregistered common stock
and warrants.

The Company sold certain sales rights for the sale of zeolite for $500,000 cash
that was received in the fourth quarter of 2006. We will begin shipping zeolite
product under this agreement in 2007. At December 31, 2006, the $500,000 has
been recorded as deferred revenue, which is a liability on the balance sheet,
and will be recognized over the term of the agreement. The funds have been used
to begin the installation of the Raymond fine-grinding mill. Other improvements
at the BRZ plant this year include the installation of a small packaging plant:
the installation of a semi-automatic packaging line for large bags; 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 7. FINANCIAL STATEMENTS

The consolidated financial statements of the registrant are included herein on
pages F1-F24.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

ITEM 8-A. 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, 2006.

                                       11


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 December 31, 2006. These material weaknesses are as follows:

o    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.

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

o    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 have 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.
Except as noted above, there have been no changes during the quarter ended
December 31, 2006 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.

PART III

ITEM 9. 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, 2006, is as
follows:

Name                 Age    Affiliation                       Expiration of Term
----                 ---    -----------                       ------------------

John C. Lawrence     68     Chairman, President, Secretary,   Annual meeting
                            and Treasurer; Director

Leo Jackson          63     Director                          Annual meeting

Gary A. Babbitt      XX     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 15 years,
he has been a principal owner and the president of Production Minerals, Inc., a
company which has an indirect 25% interest in the stock of USAMSA. 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 25 years. Mr.
Jackson speaks fluent Spanish and has a BBA degree from the Sul Ross State
University in Texas. Mr. Jackson has been a director since February 1999.

GARY A. BABBITT. Mr. Babbitt has experience in mining industry with 30 years
dealing with joint ventures, financing, contracting and employment. He is
currently a partner in a business in Guadalajara, has a working knowledge of
Spanish and

                                       12


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.

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.

Robert A. Rice resigned from the Board of Directors in May 2006 due to health
problems. Subsequently, in January 2007 Pat Dugan the son of Al Dugan and
Russell C. Lawrence the son of John Lawrence were appointed to the Board of
Directors.

Board Meetings and Committees. Our Board of Directors held six (6) regular
meetings during the 2006 calendar year. Each incumbent director attended at
least 75% of the meetings held during the 2006 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 its Audit Committee.

Board Member Compensation. We paid directors' fees in the form of 26,000 shares
of our common Stock per director during 2006.

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. Babbitt, Mr. Rice and Mr. Jackson did not file timely Form 4 or
Form 5 reports during 2006. Al W. Dugan, a shareholder who became a 10%
beneficial owner during 2000, has timely filed Form 4 reports during 2006.

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.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The Securities and Exchange Commission requires the following table setting
forth for fiscal years ending December 31, 2005, 2004 and 2003; the compensation
paid by USAC to its principal executive officer.

-------------------------------------------------------------------------------------------------------------------

                                      ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
-------------------------------------------------------------------------------------------------------------------
                                                                             AWARDS                PAYOUTS
-------------------------------------------------------------------------------------------------------------------
                                                                               
                                                                      Restricted Securities
Name and Principal                                    Other Annual    Options/   Underlying All        All Other
Position                   Year   Salary      Bonus   Compensation    Awards     LTIP SARs  Other      Compensation
                                                      (1)             (2)                   Payouts
-------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------
John C. Lawrence,          2006   $96,000     N/A         $5,538       $10,140     None       None        None
President
-------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------
John C. Lawrence,          2005   $96,000     N/A         $5,538       $7,150      None       None        None
President
-------------------------- ------ ----------- ------- --------------- ---------- ---------- ---------- ------------
John C. Lawrence,          2004   $96,000     N/A         $5,538       $19,500     None       None        None
President
-------------------------------------------------------------------------------------------------------------------

(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.

                                       13


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our
common stock as of March 28, 2006, 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            5,758,333              12
                          328 Adams Street
                          Milton, MA 02186
---------------------------------------------------------------------------------------------------
Common stock              The Dugan Family                           7,744,094(3)           16
                          c/o A. W. Dugan
                          1415 Louisiana Street, Suite 3100
                          Houston, TX 77002
---------------------------------------------------------------------------------------------------
Series C Preferred        Richard A. Woods                              48,305(6)           27
                          59 Penn Circle West
                          Penn Plaza Apts.
                          Pittsburgh, PA 15206
---------------------------------------------------------------------------------------------------
Series C Preferred        Dr. Warren A. Evans                           48,305(6)           27
                          69 Ponfret Landing Road
                          Brooklyn, CT 06234
---------------------------------------------------------------------------------------------------
Series C Preferred        Edward Robinson                               32,203(6)           18
                          1007 Spruce Street 1st Floor
                          Philadelphia, PA 19107
---------------------------------------------------------------------------------------------------
Common stock              John C. Lawrence                           3,973,653(2)            8
Common stock              Robert A. Rice                               404,021              Nil
Common stock              Leo Jackson                                  162,000              Nil
Common stock              Gary Babbitt                                  86,667              Nil
---------------------------------------------------------------------------------------------------
Series D Preferred        John C. Lawrence                           3,451,857(5)(6)        91
Series D Preferred        Leo Jackson                                  102,000               5
---------------------------------------------------------------------------------------------------
Series D Preferred Stock  All directors and executive
                          officers as a group
                          (4 persons)                                8,180,198              12
---------------------------------------------------------------------------------------------------


(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 28, 2006 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 39,761,257 shares of common stock,
     177,904 shares of Series C Preferred Stock, and 1,861,185 shares of Series
     D Preferred Stock outstanding on March 28, 2006.

(2)  Includes 2,223,653 shares of common stock and 1,250,000 stock purchase
     warrants, plus 500,000 shares issuable through the conversion of a
     convertible note payable. Excludes 158,324 shares owned by Mr. Lawrence's
     sister, as to which Mr. Lawrence disclaims beneficial ownership.

(3)  Includes 4,020,017 shares owned by Al W. Dugan; 1,724,077 shares, in the
     aggregate, owned by companies owned and controlled by Al W. Dugan; and
     2,000,000 stock purchase warrants. Excludes 183,333 shares owned by Lydia
     Dugan as to which Mr. Dugan disclaims beneficial ownership.

(5)  Includes 1,590,672 shares of Series D preferred stock and warrants to
     purchase 1,861,185 shares of Series D Preferred Stock.

                                       14


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

ITEM 12. 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, 7, 10, 11, 12, 13 and 16 to our Financial Statements as of December 31, 2006.

o    Leo Jackson, a director, is a principal owner and president of Production
     Minerals, Inc., a company which indirectly owned 25% of the stock of
     USAMSA. During 2006, we purchased Production Mineral's interest in USAMSA
     for 100,000 shares of unregistered common stock valued at $61,000.

o    We reimburse 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 2006 and 2005 totaled $75,041 and $47,741,
     respectively. In addition, we accrued interest expense of $21,234 and
     $14,264 on net advances due Mr. Lawrence, for the years ended December 31,
     2006 and 2005, respectively.

o    During 2005, the Company issued 26,000 of its Series D preferred stock to
     each member of its Board of Directors as compensation for their services as
     directors. In connection with the issuances, the Company recorded $28,600
     in director compensation based on an aggregate of 104,000 Series D shares
     issued.

o    During 2006, the Company issued 22,750 shares of its common stock to each
     member of its Board of Directors as compensation for their services as
     directors and 225,000 shares to two directors for services performed in
     development of Mexico operations.

o    In 2006, the Company issued 45,000 shares of its common stock and warrants
     in exchange for equipment purchased from one director.

o    During 2005, the Board of Directors resolved that 105,000 shares of the
     Company's Series D preferred stock held by Gary Babbitt, the Company's
     former attorney and director, be cancelled and then reissued in an equal
     number of shares of the Company's common stock.

o    During 2006, the Board of Directors resolved that 256,000 shares of the
     Company's Series D preferred stock be cancelled and reissued in an equal
     number of shares of the company's common stock. The shares were held by the
     Company's directors or former directors as follows: John Lawrence 26,000
     shares; Robert Rice 128,000 shares, Lee Jackson 26,000 shares and Gary
     Babbitt 76,000 shares.

o    During 2005, the Company issued 1,000,000 warrants to purchase shares of
     Series D preferred stock to John C. Lawrence for incentive to improve the
     Company's financial position. These warrants are exercisable at $0.25 and
     expire in October 2007.

o    On December 22, 2003, the Company and its wholly-owned subsidiary BRZ,
     entered into a Pledge, Assignment, and Security Agreement ("the Agreement")
     with Delaware Royalty Company, Inc. ("Delaware"), a company controlled by
     Al Dugan, a major shareholder of the Company. The Agreement was in
     connection with the purchase of a $250,000 Secured Convertible Note Payable
     ("the Secured Note"), by Delaware from the Company. The Secured Note and
     accrued interest of $31,250 were converted to 1,406,250 shares of common
     stock in September of 2006.

                                       15


ITEM 13. 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.

    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

                                       16


    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

    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.

                                       17


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.

                                       18


Reports on Form 8-K

Item 5. Other Events - October 10, 2003.

EXHIBIT 21.01

SUBSIDIARIES OF REGISTRANT, AS OF DECEMBER 31, 2005

Bear River Zeolite Company
c/o Box 643
Thompson Falls, MT 59873

Antimonio de Mexico SA de Cv
c/o Box 643
Thompson Falls, MT 59873

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 2006 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-QSB for 2005 and 2006 were $48,698 and $54,769, respectively, net of
expenses.

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 2005 and 2006 were $2,600 and $3,200 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.

                                       19


                                   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)


By: /s/ John C. Lawrence                                   Date: August 17, 2007
    --------------------------------
    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.


By: /s/ John C. Lawrence                                   Date: August 17, 2007
    --------------------------------
    John C. Lawrence, Director and
    President (Principal Executive,
    Financial and Accounting Officer)

By: /s/ Leo Jackson                                        Date: August 17, 2007
    --------------------------------
    Leo Jackson, Director

By: /s/ Robert A. Rice                                     Date: August 17, 2007
    --------------------------------
    Robert A. Rice, Director

By: /s/ Gary D. Babbitt                                    Date: August 17, 2007
    --------------------------------
    Gary D. Babbitt, Director







                                       20


             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, 2004 and 2005, and
the related consolidated statements of operations, changes in stockholders'
deficit and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these 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 financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the 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 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, 2004 and 2005, 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, an accumulated
deficit and total stockholders' deficit that 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 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 21, 2006



                                       F-1


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2006 and 2005


                                     ASSETS
                                                                            2006              2005
                                                                        ------------      ------------
                                                                                    
Current assets:
  Cash                                                                  $    218,365      $    287,841
  Accounts receivable, less allowance
    for doubtful accounts of $30,000                                          93,596           109,314
  Inventories                                                                285,812           189,743
  Deferred financing costs, net of amortization                                3,750              --
                                                                        ------------      ------------
     Total current assets                                                    601,523           586,898

Properties, plants and equipment, net                                      2,065,341           930,555
Restricted cash for reclamation bonds                                         83,096            86,917
Deferred financing costs, net of amortization                                   --              15,000
                                                                        ------------      ------------
     Total assets                                                       $  2,749,960      $  1,619,370
                                                                        ============      ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Checks issued and payable                                             $     52,289      $     61,366
  Accounts payable                                                           655,252           561,381
  Accrued payroll and payroll taxes                                           68,269           104,040
  Other accrued liabilities                                                   80,301            78,674
  Deferred revenue                                                           213,004            70,000
  Accrued interest payable                                                    59,191            53,582
  Payable to related parties                                                 224,449           276,356
  Secured convertible and convertible notes payable, current                 100,000              --
  Long-term debt, current                                                    138,842           130,801
  Accrued reclamation and remediation costs, current                            --              75,000
                                                                        ------------      ------------
     Total current liabilities                                             1,591,597         1,411,200

  Secured convertible and convertible notes payable, non current                --             350,000
  Deferred revenue, noncurrent                                               400,000              --
  Long-term debt, noncurrent                                                 170,065           508,503
  Accrued reclamation and remediation costs, noncurrent                      107,500            67,500
                                                                        ------------      ------------
     Total liabilities                                                     2,269,162         2,337,203
                                                                        ------------      ------------

Commitments and contingencies (Note 1 and 17)

Stockholders' equity (deficit):
  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 $847,500 at December 31, 2006)                    7,500             7,500
    Series C: 177,904 shares issued and outstanding
     (liquidation preference $97,847 at December 31, 2006)                     1,779             1,779
    Series D: 1,757,672 and 2,013,672 shares issued and outstanding
     (liquidation preference $4,525,357 at December 31, 2006)                 17,576            20,136
  Common stock, $0.01 par vaue, 50,000,000 shares authorized;
    39,761,309 and 34,445,666 shares issued and outstanding                  397,613           344,457
Additional paid-in capital                                                20,399,328        18,966,635
Accumulated deficit                                                      (20,342,998)      (20,058,340)
                                                                        ------------      ------------
     Total stockholders' equity (deficit)                                    480,798          (717,833)
                                                                        ------------      ------------
     Total liabilities and stockholders' equity (deficit)               $  2,749,960      $  1,619,370
                                                                        ============      ============

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-2


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2006 and 2005

                                                                2006              2005
                                                            ------------      ------------
                                                                        
Antimony Division
  Revenues                                                  $  3,292,109      $  2,467,546
                                                            ------------      ------------
  Cost of sales:
    Production costs                                           2,311,191         1,784,263
    Depreciation                                                  24,205            43,673
    Freight and delivery                                         176,413           166,782
    General and administrative                                    39,342            45,828
    Direct sales expense                                          60,142            48,104
                                                            ------------      ------------
     Total costs of sales                                      2,611,293         2,088,650
                                                            ------------      ------------
       Gross profit - antimony                                   680,816           378,896
                                                            ------------      ------------

Zeolite Division
  Revenues                                                     1,103,259         1,096,484
                                                            ------------      ------------
  Cost of sales:
    Production costs                                           1,082,740           863,058
    Depreciation                                                 109,259            84,256
    Freight and delivery                                          47,823            79,929
    General and administrative                                   112,239           156,600
    Royalties                                                    140,598           135,069
    Direct sales expense                                          68,204            48,937
                                                            ------------      ------------
     Total costs of sales                                      1,560,863         1,367,849
                                                            ------------      ------------
       Gross profit (loss) - zeolite                            (457,604)         (271,365)
                                                            ------------      ------------

  Total revenues - combined                                    4,395,368         3,564,030
  Total cost of sales - combined                               4,172,156         3,456,499
                                                            ------------      ------------
       Gross profit  - combined                                  223,212           107,531
                                                            ------------      ------------

Other operating (income) expenses:
  Corporate general and administrative                           349,511           313,450
  Exploration expense                                            211,098           230,879
  Gain on sale of properties, plants and equipment              (234,244)          (70,000)
  Change in estimated reclamation and remediation costs          (35,000)             --
                                                            ------------      ------------
    Other (income) expense                                       291,365           474,329
                                                            ------------      ------------

    Income (loss) from operations                                (68,153)         (366,798)
                                                            ------------      ------------

Other expenses:
  Interest expense, net                                          127,294           122,021
  Factoring expense                                               89,211            86,947
                                                            ------------      ------------
                                                                 216,505           208,968
                                                            ------------      ------------

Net loss                                                    $   (284,658)     $   (575,766)
                                                            ============      ============

Net loss per share of common stock - basic and diluted      $     (0.008)     $     (0.018)
                                                            ============      ============

Basic and diluted weighted average shares outstanding         36,917,464        32,520,051
                                                            ============      ============


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-3

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the years ended December 31, 2006 and 2005


                                     Total Preferred Stock            Common Stock          Additional
                                   -------------------------   -------------------------       Paid      Accumulated
                                      Shares        Amount        Shares        Amount      In Capital     Deficit         Total
                                   -----------   -----------   -----------   -----------   -----------   ------------   -----------
                                                                                                   
Balances, December 31, 2004          2,832,076   $    28,320    31,528,816   $   315,289   $18,117,824   $(19,482,574)  $(1,021,141)

Issuance of common stock
and warrants for cash                     --            --       2,615,879        26,158       743,875           --         770,033

Issuance of Series D preferred
stock for cash                         115,000         1,150          --            --          21,850           --          23,000

Series A preferred stock
converted into common stock             (4,500)          (45)        4,500            45          --             --            --

Series D preferred stock
converted into common stock           (105,000)       (1,050)      105,000         1,050          --             --            --

Issuance of common stock in
satisfaction of debt                      --            --         191,471         1,915        55,526           --          57,441

Issuance of Series D pref.
stock to Directors for services        104,000         1,040          --            --          27,560           --          28,600

Net loss                                  --            --            --            --        (575,766)      (575,766)
                                   -----------   -----------   -----------   -----------   -----------   ------------   -----------

Balances, December 31, 2005          2,941,576        29,415    34,445,666       344,457    18,966,635    (20,058,340)     (717,833)

Issuance of common stock and
warrants for cash                         --            --       3,192,393        31,924       960,675           --         992,599

Issuance of common stock to
Directors for services                    --            --          91,000           910        34,580           --          35,490

Issuance of common stock to
Director in exchange for
equipment                                 --            --          45,000           450        27,000           --          27,450

Series D preferred stock
converted into common stock           (256,000)       (2,560)      256,000         2,560          --             --            --

Issuance of common stock in
satisfaction of debt                      --            --       1,406,250        14,062       267,188           --         281,250

Issuance of common stock in
exchange for remaining
interest in USAMSA                        --            --         100,000         1,000        60,000           --          61,000

Issuance of common stock to
Directors for services                    --            --         225,000         2,250        83,250           --          85,500

Net loss                                  --            --            --            --            --         (284,658)     (284,658)
                                   -----------   -----------   -----------   -----------   -----------   ------------   -----------
Balances, December 31, 2006          2,685,576   $    26,855    39,761,309   $   397,613   $20,399,328   $(20,342,998)  $   480,798
                                   ===========   ===========   ===========   ===========   ===========   ============   ===========

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-4


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2006 and 2005

                                                                                      2006             2005
                                                                                  -----------      -----------
                                                                                             
Cash Flows From Operating Activities:
  Net loss                                                                        $  (284,658)     $  (575,766)
  Adjustments to reconcile net loss to net cash used by operating activities:
    Depreciation expense                                                              133,464          127,929
    Deferred financing costs as interest expense                                       11,250            7,500
    Stock issued to directors and officers as compensation                             35,490           28,600
    Gain on sale of properties, plants and equipment                                 (234,244)         (70,000)
    Change in estimated reclamation and remediation costs                             (35,000)            --
    Loss from unconsolidated investment                                                  --              3,527
    Change in:
     Accounts receivable                                                               15,718          (52,540)
     Inventories                                                                      (96,069)          48,063
     Restricted cash for reclamation bonds                                              3,821            4,595
     Accounts payable                                                                  93,871          120,296
     Accrued payroll and payroll taxes                                                (35,771)           1,612
     Other accrued liabilities                                                          1,627            2,289
     Deferred revenue                                                                 543,004           40,000
     Accrued interest payable                                                          36,859           22,692
     Payable to related parties                                                       (51,907)         (11,331)
                                                                                  -----------      -----------
       Net cash provided by (used by) operating activities                            137,455         (302,534)
                                                                                  -----------      -----------

Cash Flows From Investing Activities:
  Purchase of properties, plants, equipment and mineral rights                     (1,039,300)        (375,481)
  Proceeds from sale of properties, plants and equipment                               53,430           70,000
                                                                                  -----------      -----------
       Net cash used by investing activities                                         (985,870)        (305,481)
                                                                                  -----------      -----------

Cash Flows From Financing Activities:
  Proceeds from sale of common stock and warrants, net of commissions                 992,599          770,033
  Proceeds from sale of series D preferred stock                                         --             23,000
  Proceeds from long-term debt                                                           --            108,068
  Principal payments of long-term debt                                               (204,583)         (78,253)
  Change in checks issued and payable                                                  (9,077)          (4,507)
                                                                                  -----------      -----------
       Net cash provided by financing activities                                      778,939          818,341
                                                                                  -----------      -----------
       NET INCREASE (DECREASE) IN CASH AND
         CASH EQUIVALENTS                                                             (69,476)         210,326

Cash and cash equivalents at beginning of year                                        287,841           77,515
                                                                                  -----------      -----------
Cash and cash equivalents at end of year                                          $   218,365      $   287,841
                                                                                  ===========      ===========

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-5


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED:
For the years ended December 31, 2006 and 2005


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
                                                                              2006            2005
                                                                          -----------     -----------
                                                                                    
  Cash paid during year for interest                                      $    96,839     $   131,348
                                                                          ===========     ===========

NON-CASH FINANCING ACTIVITIES:

  Proceeds from sales of property applied to loans                        $   180,815     $      --
                                                                          ===========     ===========

  Common stock issued to Director in exchange for equipment               $    27,450     $      --
                                                                          ===========     ===========

  Common stock issued to Directors in exchange for services performed     $    85,500     $      --
                                                                          ===========     ===========

  Common stock issued in satisfaction of debt and accrued interest        $   281,250     $    57,441
                                                                          ===========     ===========

  Series A preferred stock converted into common stock                    $      --       $        45
                                                                          ===========     ===========

  Series D preferred stock converted into common stock                    $     2,560     $     1,050
                                                                          ===========     ===========

  Note payable issued for investment in USAMSA                            $    55,000     $      --
                                                                          ===========     ===========

  Common stock issued for investment in USAMSA                            $    61,000     $      --
                                                                          ===========     ===========


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-6


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 100% owned subsidiary, Antimonio de
     Mexico S.A. de C.V. ("ADM"), to explore and develop potential antimony
     properties in Mexico (see note 8).

     During 2006, the Company acquired the remaining 50% of USAMSA bringing its
     total ownership to 100% (see note 7).

     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, 2006, the Company had negative working
     capital of $990,074, an accumulated deficit of approximately $20.3 million,
     and total stockholders' equity of approximately $481,000. 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:

     o    During 2006 and 2005, the Company made progress in developing its
          zeolite production capabilities, and broadened its zeolite product
          line. The Company has been developing a sales and marketing force and
          attracting new zeolite customers.

     o    During 2006 and 2005, the Company sold an aggregate of 3,192,393 and
          2,615,879 shares of its unregistered common stock and warrants for
          $992,599 and $770,033, respectively. The Company will most likely
          continue to offer its stock for sale to finance its activities, but
          there can be no assurances, however, that the Company will be
          successful in selling its 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, 2006 and 2005, approximately 68% and 59%, respectively, of the
     Company's antimony revenues were generated by sales to one customer. During
     2006 and 2005, 39% and 46%, 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.

                                       F-7


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   CONCENTRATIONS OF RISK, CONTINUED:

     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.

     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
     and ADM, both wholly-owned subsidiaries. The Company accounted for its
     investment interest in its 50% owned foreign entity, USAMSA, by the equity
     method until March 21, 2006 when it acquired the remaining 50% of USAMSA
     (see note 7). As of March 21, 2006, USAMSA is consolidated. 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. Actual
     results could differ from those estimates.

     Reclassifications
     -----------------

     Certain reclassifications have been made to the 2005 financial statements
     in order to conform to the 2006 presentation. These reclassifications have
     no effect on net loss, total assets or stockholders' deficit 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, 2006 and 2005, consists of cash held for
     reclamation performance bonds, and is held as certificates of deposit with
     reputable financial institutions.

                                       F-8


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     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. Additions
     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. Changes in the allowance for
     doubtful accounts have not been material to the financial statements.

     Inventories
     -----------

     Inventories at December 31, 2006 and 2005 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.

     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
     --------------

     Mineral rights are capitalized in accordance with EITF 04-2 if they meet
     the definition as, "the legal right to explore, extract and retain at least
     a portion of the benefits from mineral deposits."

                                       F-9


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     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 and are in development or production.

     Deferred Financing Costs
     ------------------------

     Deferred financing costs relating to secured convertible notes payable are
     amortized over the terms of the notes payable and expensed if the debt is
     retired early.

     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.

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

     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.

                                      F-10


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     Common Stock Issued Other than for 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 reliably measurable.

     In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment" to
     be implemented by small business issuers at the beginning of the first
     interim or annual period beginning after December 15, 2005. This Statement
     is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation,"
     and supersedes APB Opinion No. 25, "Accounting for Stock Issued to
     Employees" under which guidance the intrinsic value method was prescribed
     for awards to employees for services. SFAS No. 123(R) requires the
     measurement of the cost of employee services received in exchange for an
     award of equity instruments based on the grant-date fair value of the
     award. The cost will be recognized over the period during which an employee
     is required to provide service in exchange for the award. No compensation
     cost is recognized for equity instruments for which employees do not render
     service.

     The Company adopted SFAS 123(R) using the modified prospective transition
     method, which requires the application of the accounting standard as of
     January 1, 2006. There was no impact on the financial statements as of and
     for the year ended December 31, 2006 as a result of the adoption of SFAS
     123(R). In accordance with the modified prospective transition method, the
     financial statements for prior periods have not been restated to reflect,
     and do not include, the impact of SFAS 123(R).

     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.

     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, and does not include the impact of any potentially
     dilutive common stock equivalents. Common stock equivalents, including
     warrants to purchase the Company's common stock and common stock issuable
     upon the conversion of notes payable, are excluded from the calculations
     when their effect is antidilutive.

                                      F-11


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     New Accounting Pronouncements
     -----------------------------

     In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements,"
     which is effective for fiscal years beginning after November 15, 2007, and
     for interim periods within those years. SFAS No. 157 defines fair value,
     establishes a framework for measuring fair value and expands the related
     disclosure requirements. We are currently evaluating the potential impact
     of this statement on our financial statements and at this time we do not
     anticipate a material effect.

     In February 2006, the FASB issued SFAS No. 155 "Accounting for Certain
     Hybrid Financial Instruments," which amends SFAS No. 133 "Accounting for
     Derivative Instruments and Hedging Activities" and SFAS No. 140 "Accounting
     for Transfers and Servicing of Financial Assets and Extinguishments of
     Liabilities." SFAS No. 155 resolves issues addressed in Statement 133
     Implementation Issue No. D1 "Application of Statement 133 to Beneficial
     Interests in Securitized Financial Assets," and:

     o    Permits fair value remeasurement for any hybrid financial instrument
          that contains an embedded derivative that otherwise would require
          bifurcation;

     o    Clarifies which interest-only strips are not subject to the
          requirements of SFAS No. 133;

     o    Establishes a requirement to evaluate interests in securitized
          financial assets to identify interests that are freestanding
          derivatives or that are hybrid financial instruments that contain an
          embedded derivative requiring bifurcation;

     o    Clarifies that concentrations of credit risk in the form of
          subordination are not embedded derivatives; and

     o    Amends SFAS No. 140 to eliminate the prohibition on a qualifying
          special-purpose entity from holding a derivative financial instrument
          that pertains to a beneficial interest other than another derivative
          financial instrument.

     SFAS No. 155 is effective for all financial instruments acquired, issued or
     subject to a remeasurement event occurring after the beginning of an
     entity's first fiscal year that begins after September 15, 2006. Currently,
     the adoption of SFAS No. 155 is not expected to have a material effect on
     our financial statements.

     In July 2006, the FASB issued FASB Interpretation No. 48 ("FIN No. 48")
     "Accounting for Uncertainty in Income Taxes," which will become effective
     for us beginning January 2007. FIN No. 48 clarifies the accounting for
     uncertainly in income taxes recognized in accordance with SFAS No. 109
     "Accounting for Income Taxes," 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. We are currently evaluating
     the effect that the adoption of FIN 48 will have on our results of
     operations, financial condition and disclosures.

     February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
     Financial Assets and Financial Liabilities which establishes presentation
     and disclosure requirements designed to facilitate comparisons between
     companies that choose different measurement attributes for similar types of
     assets and liabilities. The standard requires companies to provide
     additional information that will help investors and other users of
     financial statements to more easily understand the effect of the company's
     choice to use fair value on its earnings. It also requires entities to
     display the fair value of those assets and liabilities for which the
     company has chosen to use fair value on the face of the balance sheet. This
     Statement is effective as of the beginning of an entity's first fiscal year
     beginning after November 15, 2007. The Company is currently evaluating the
     potential impact of this statement on the financial statements and at this
     time does not anticipate a material effect.

                                      F-12


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO 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 collectibility. Accordingly, the Company's allowance
     for doubtful accounts receivable is based upon the expected collectibility
     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 that the Company 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, 2006 and 2005 totaled $89,211
     and $86,947, respectively. For the years ended December 31, 2006 and 2005,
     net accounts receivable of approximately $4.37 million and $3.4 million
     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, 2006 and
     2005, were as follows:

                                          2006         2005
                                       ---------    ---------
           Antimony Metal              $ 149,415    $  18,150
           Antimony Oxide                115,414       55,662
           Sodium Antimonate               1,326       15,666
           Zeolite                        19,657      100,265
                                       ---------    ---------
                                       $ 285,812    $ 189,743
                                       =========    =========

     At December 31, 2006 and 2005, antimony metal consisted principally of
     recast metal from antimony-based compounds and metal purchased from foreign
     suppliers, respectively. Antimony oxide inventory consisted of finished
     product oxide held at the Company's plant. Sodium antimonite inventory
     consisted of dry finished product and wet raw materials, the majority of
     which were stored at the Company's antimony plant near Thompson Falls,
     Montana. The Company's zeolite inventory consists of salable zeolite
     material held at BRZ's Idaho mining and production facility.

                                      F-13


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.   PROPERTIES, PLANTS AND  EQUIPMENT

     The major components of the Company's properties, plants and equipment at
     December 31, 2006 and 2005 are shown below. Approximately $1.2 million of
     capitalized costs at December 31, 2006 have not yet been placed in service
     and, therefore, have not been subject to depreciation

                                                      2006          2005
                                                  -----------   -----------
     Antimony:
         Equipment                                $ 1,312,032   $ 1,060,492
         Buildings                                    508,308       254,070
         Mineral Rights                               106,593
         Land                                         141,351           --
                                                  -----------   -----------
                                                    2,068,284     1,314,562
         Accumulated Depreciation                  (1,182,830)   (1,195,585)
                                                  -----------   -----------
                  Subtotal Antimony, net              885,454       118,977
                                                  -----------   -----------
     Zeolite:
         Equipment                                  1,332,684     1,035,953
         Building                                   1,194,044       976,246
                                                  -----------   -----------
                                                    2,526,728     2,012,199
         Accumulated Depreciation                  (1,346,841)   (1,200,621)
                                                  -----------   -----------
                  Subtotal Zeolite, net             1,179,887       811,578
                                                  -----------   -----------
     Properties, plants and equipment, net        $ 2,065,341   $   930,555
                                                  ===========   ===========

7.   INVESTMENT IN USAMSA

     At December 31, 2005 and through March 21, 2006, the Company had a 50%
     investment in United States Antimony, Mexico S.A. de C.V. ("USAMSA"). The
     Company accounted for its 50% investment in USAMSA by the equity method.
     USAMSA was idle during 2005 and 2004 due to unstable antimony metal prices
     and the absence of sufficient operating capital. During 2005, the Company
     wrote off the carrying value of USAMSA of $3,527 due to lack of activity.

                                      F-14


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In its effort to pursue operations in Mexico, the Company acquired the
     remaining 50% of USAMSA, on March 21, 2006 bringing its total ownership to
     100%. The purchase price for the 50% investment was $165,500 which
     consisted of the following:

               Cash                                               $ 49,500
               Common stock: 100,000 shares                         61,000
               Note payable                                         55,000
                                                                  --------
                             Total                                $165,500
                                                                  ========

     The 100,000 shares of common stock were issued to Production Minerals, Inc.
     which owned 25% of USAMSA. Production Minerals, Inc. is 31.4% owned by Leo
     Jackson, a director and stockholder of the Company.

     As stated above, the Company had written its investment in USAMSA to zero
     at December 31, 2005. Therefore, these assets acquired had no book value at
     the purchase date. USAMSA had no liabilities at the date of acquisition.
     The purchase price was allocated to USAMSA's assets as follows:

               Land and permits                                   $ 47,000
               Plant                                                63,500
               Equipment                                            55,000
                                                                  --------
                                                                  $165,500
                                                                  ========

     At December 31, 2006, USAMSA's financial statements are included in the
     Company's consolidated financial statements.

8.   INVESTMENT IN ADM

     During 2005, the Company created a new subsidiary, Antimonio de Mexico SA
     de Cv ("ADM"). ADM was incorporated under the laws of Mexico and the State
     of Jalisco. On December 16, 2005, ADM signed a contract and option
     agreement that gives ADM the exclusive right to explore and exploit 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 IVA taxes paid. All installment payments
     must be paid when and if ADM exercises the option to purchase. During the
     year ended December 31, 2005, $143,115 was paid under this agreement and
     was recorded as exploration expense. During the year ended December 31,
     2006, the Company decided to pursue developing the concessions. The
     payments paid under this agreement in 2006 totaled $106,593 and were
     capitalized as mineral rights in accordance with the Company's accounting
     policies.

                                      F-15


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     ADM does not have any obligation to pay any amount under this contract. If
     the concessions do not have 1,000,000 tons of ore grade at 1.8% antimony
     per ton and 8.1 ounces of silver per ton, then ADM may cancel the contract
     within six months of the execution of the contract.

     A service agreement was also executed on December 16, 2005, for a mining
     operator to provide consultation and experience, with similar amounts
     payable as under the Contract of Exploration and Option.

9.   DEFERRED REVENUE

     On October 25, 2006, the Company entered into an agreement to exclusively
     sell pozzlan zeolite (PZ) to one individual over the next five years. The
     agreement commences upon receipt of $500,000 from the buyer, which occurred
     in 2006, and upon completion of permitting and construction of the new mill
     and when the milling equipment is operational (not completed as of December
     31, 2006). The agreement calls 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 calls for a sales price between $30 and $40 per
     ton until June 1, 2007, at which time the Company can adjust its price as
     necessary based on its production costs.

     The $500,000 received under this agreement is recorded as deferred revenue
     at December 31, 2006. The company will recognize revenue from this contract
     on a pro-rata basis over the 5 year duration of the contract.

10.  DUE TO RELATED PARTIES

     Amounts due to related parties at December 31, 2006 and 2005 were as
     follows (see Note 15):

                                                            2006         2005
                                                         ---------    ---------
     Entity owned by John C. Lawrence, president
      and director                                       $  28,998    $  45,913
     John C. Lawrence, president and director(1)           195,451      230,443
                                                         ---------    ---------
                                                         $ 224,449    $ 276,356
                                                         =========    =========

     (1) Includes accrued interest at 10% per annum of $58,872 and $45,064 at
     December 31, 2006 and 2005, respectively.

                                      F-16


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.  DUE TO RELATED PARTIES, CONTINUED:

     Transactions affecting the payable to Mr. Lawrence during 2006 and 2005
     were as follows:

                                                            2006         2005
                                                         ---------    ---------
     Balance, beginning of year                          $ 230,443    $ 231,427
     Equipment rental charges                               75,041       47,741
     Advances, net                                        (110,033)     (48,725)
                                                         ---------    ---------
     Balance, end of year                                $ 195,451    $ 230,443
                                                         =========    =========

11.  LONG-TERM DEBT

     Long-term debt at December 31, 2006 and 2005 is as follows:

                                                            2006         2005
                                                         ---------    ---------
                                                                
Term note payable to First State Bank of Thompson
Falls, bearing interest at 9.0% through February
2008, then Wall Street prime rate plus 3.75% through
maturity; payable in monthly installments of $6,220;
maturing January 2020                                    $ 207,800    $ 493,969

Note payable to First State Bank of Thompson Falls,
bearing interest at 10.5%; payable in monthly
installments of $1,073; maturing June 2008                  17,814       27,145

Note payable to First State Bank of Thompson Falls,
bearing interest at 10.5%; principal plus interest
due in April 2006                                              --        75,100

Equipment note payable, bearing interest at 7.25%
through April 2004, then bank prime through maturity;
payable in monthly installments of $393; maturing
April 2009                                                   8,293       13,090

Note payable, bearing interest at 10%; payable in
four annual installments of $10,000 each beginning
December 2005; not collateralized                           20,000       30,000


Note payable to an individual due in 2007. The
balance will be paid by a transfer of the Company's
equipment.                                                  55,000          --
                                                         ---------    ---------
                                                           308,907      639,304
Less current portion                                      (138,842)    (130,801)
                                                         ---------    ---------
Noncurrent portion                                       $ 170,065    $ 508,503
                                                         =========    =========


                                      F-17


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.  LONG-TERM DEBT, CONTINUED:

     At December 31, 2006, principal payments on long-term debt are due as
     follows:

                          Year Ending
                         December 31,
                         ------------
                            2007               $ 138,842
                            2008                  84,334
                            2009                  69,751
                            2010                  15,980
                         Thereafter                  --
                                               ---------
                                               $ 308,907

     The notes payable to First State Bank of Thompson Falls are collateralized
     by accounts receivable, inventory, certain equipment, patented and
     unpatented claims in Sanders County, Montana and are personally guaranteed
     by John C. Lawrence, the Company's president and a director. These notes
     also contains certain restrictive covenants, including paying payroll and
     property taxes as they are due. At December 31, 2006, the Company was not
     in compliance with certain of the covenants. The Company has obtained a
     waiver from First State Bank relating to these covenants, which applies at
     December 31, 2006 and through December 31, 2007.

12.  SECURED CONVERTIBLE AND CONVERTIBLE NOTES PAYABLE

     Security Agreement and Secured Convertible Note Payable
     -------------------------------------------------------

     On December 22, 2003, the Company and its wholly-owned subsidiary BRZ,
     entered into a Pledge, Assignment, and Security Agreement ("the Agreement")
     with Delaware Royalty Company, Inc. ("Delaware"), a company controlled by
     Al Dugan, a major shareholder of the Company. The Agreement was in
     connection with the purchase of a $250,000 Secured Convertible Note Payable
     ("the Secured Note"), by Delaware from the Company. The Agreement granted
     Delaware a first-priority security interest in all of the issued and
     outstanding stock of BRZ in the event the Company is unable to complete
     payment and performance under the obligations associated with the Secured
     Note.

     The Secured Note and accrued interest of $31,250 were converted to
     1,406,250 shares of common stock in September of 2006.

     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 him into a
     Convertible Note Payable ("the Convertible Note"). The Convertible Note
     contains essentially the same attributes and privileges that the Secured
     Note provides Delaware Royalty Company, in that it accrues interest at 10%
     per annum and is convertible into shares of the Company's common stock at
     an initial conversion price of $0.20 per share. The conversion price of the
     Convertible Note is also subject to the same anti-dilution adjustments as
     the Secured Note. The Convertible Note matures on December 22, 2007, unless
     otherwise converted. The Convertible Note is not collateralized by any of
     the Company's assets. At December 31, 2006 and 2005, $100,000 of principal
     was outstanding and $30,136 and $20,191 of accrued interest, respectively,
     was due related to the note.

                                      F-18


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  SECURED CONVERTIBLE AND CONVERTIBLE NOTES PAYABLE, CONTINUED:

     Stock Purchase Warrants and Deferred Financing Charges
     ------------------------------------------------------

     In connection with the issuance of the secured convertible and convertible
     notes payable, Mr. Dugan and Mr. Lawrence were issued 2,000,000 and
     1,000,000 stock purchase warrants, respectively. The warrants expire in
     December of 2008 and are exercisable for shares of the Company's
     unregistered common stock at $0.20 per share.

     The Company accounted for the detachable warrants issued in connection with
     the notes in accordance with Accounting Principles Board Opinion No. 14,
     and estimated a fair value of $0.01 per warrant, or $30000 attributable to
     the detachable warrants. The resulting value was recorded as a deferred
     financing cost and is being amortized as interest expense over the terms of
     the respective convertible notes payable. During the years ended December
     31, 2006 and 2005, $11,350 and $7,500, respectively of interest expense was
     recognized as a result of amortizing the deferred offering costs.

13.  STOCKHOLDERS' EQUITY (DEFICIT)

     Issuance of Common Stock for Cash
     ---------------------------------

     During 2006 and 2005, the Company sold an aggregate of 3,192,393 and
     2,615,879 shares, respectively, of its unregistered common stock to
     existing shareholders and other parties for cash of $992,599 and $770,033,
     respectively. In connection with sales of the Company's common stock,
     warrants to purchase shares of the Company's common stock were granted in
     2006 as follows: 1,430,001 shares at $0.60, 566,056 shares at $0.75 and
     33,334 shares at $0.50. Warrants to purchase 1,530,002 shares at $0.60 per
     share were granted in 2005.

     Issuance of Common Stock for Services and Property
     --------------------------------------------------

     During 2006, the Company issued common stock to its directors as follows:

          o    All directors for services - a total of 91,000 shares
          o    Two directors for work performed - 225,000 shares
          o    One director in exchange for equipment - 45,000 shares and
               warrants to purchase 45,000 shares at $0.30.
          o    One director in exchange for USAMSA stock - 100,000 shares

     Common Stock Issued in Satisfaction of Debt
     -------------------------------------------

     During 2006 and 2005, the Company issued 1,406,250 and 191,471 shares,
     respectively, of its unregistered common stock in satisfaction of debt and
     related accrued interest.

     Series D Preferred Stock Cancelled and Reissued as Common Stock
     ---------------------------------------------------------------

     During 2005, the Board of Directors resolved that 105,000 shares of the
     Company's Series D preferred stock held by Gary Babbitt, the Company's
     former attorney and director, be cancelled and then reissued in an equal
     number of shares of the Company's common stock.

     During 2006, the Board of Directors resolved that 256,000 shares of the
     Company's Series D preferred stock be cancelled and reissued in an equal
     number of shares of the company's common stock. The shares were held by the
     Company's directors or former directors as follows: John Lawrence 26,000
     shares; Robert Rice 128,000 shares, Leo Jackson 26,000 shares and Gary
     Babbitt 76,000 shares.

                                      F-19


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.  STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED:

     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.

     Transactions in common stock warrants are as follows:

                                                                       Number of     Exercise
                                                                       Warrants       Prices
                                                                      ----------    -----------
                                                                              
     Balance, December 31, 2004                                        9,467,269    $0.25-$0.45
     Warrants granted in connection with 2005 stock sales              1,530,002    $0.60-$0.60
     Warrants granted to lender                                          150,000    $0.03-$0.30
     Warrants exercised                                                 (705,167)   $0.25-$0.35
     Warrants expired and cancelled                                   (2,295,409)   $0.30-$0.45
                                                                      ----------
     Balance, December 31, 2005                                        8,146,695    $0.25-$0.60
     Warrants granted in connection with 2006 stock sales              2,029,391    $0.50-$0.75
     Warrants granted in connection with 2006 equipment purchase          45,000       $0.30
     Warrants exercised                                                 (400,000)   $0.25-$0.30
     Warrants expired and cancelled                                   (1,450,001)   $0.20-$0.30
                                                                      ----------
     Balance, December 31, 2006                                        8,371,085    $0.25-$0.75
                                                                      ==========

     The above common stock warrants expire as follows:

                                                                       Number of     Exercise
                                                                       Warrants       Prices
                                                                      ----------    -----------
     Balance, December 31, 2004                                        1,462,398    $0.20-$0.30
     Warrants granted in connection with management incentive          1,000,000       $0.25
     Warrants exercised                                                 (115,000)      $0.20
     Warrants expired and cancelled                                     (151,213)      $0.20
                                                                      ----------
     Balance, December 31, 2005                                        2,196,185    $0.20-$0.30
     Warrants granted                                                        --
     Warrants exercised                                                      --
     Warrants expired and cancelled                                     (335,000)   $0.20-$0.30
                                                                      ----------
     Balance, December 31, 2006                                        1,861,185    $0.20-$0.30
                                                                      ==========


     Preferred Stock
     ---------------

     The Company's Articles of Incorporation authorize 10,000,000 shares of
     $0.01 par value preferred stock available for issuance with such rights and
     preferences, including liquidation, dividend, conversion and voting rights,
     as the Board of Directors may determine.

     Series A
     --------

     During 1986, the Board established a Series A preferred stock, consisting
     of 4,500 shares. These shares are nonconvertible, nonredeemable and are
     entitled to a $1.00 per share per year cumulative dividend. Series A
     preferred stockholders have voting rights for directors only and a total
     liquidation preference equal to $45,000 at December 31, 2004, plus
     dividends in arrears. During 2005, the remaining 4,500 outstanding shares
     of Series A preferred stock were converted to common shares. Therefore,
     there were no shares of Series A preferred stock outstanding and no related
     cumulative dividends in arrears at December 31, 2005 or 2006.

                                      F-20


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.  STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED:

     Series B
     --------

     During 1993, the Board established a Series B preferred stock, consisting
     of 1,666,667 shares. All 1,666,667 shares authorized were issued in
     connection with the final settlement of litigation. The Series B preferred
     stock has preference over the Company's common stock and Series A preferred
     stock; has no voting rights (absent default in payment of declared
     dividends); and is entitled to cumulative dividends of $0.01 per share per
     year, payable if and when declared by the Board of Directors. In the event
     of dissolution or liquidation of the Company, the preferential amount
     payable to Series B preferred stockholders is $1.00 per share plus
     dividends in arrears. No dividends have been declared or paid with respect
     to the Series B preferred stock. In 1995, 916,667 shares of Series B
     preferred stock were surrendered to the Company and cancelled in connection
     with the settlement of litigation against Bobby C. Hamilton. At December
     31, 2006, cumulative dividends in arrears on the 750,000 outstanding Series
     B shares were $97,500 or $0.13 per share. At December 31, 2005, cumulative
     dividends in arrears on the 750,000 outstanding Series B shares were
     $90,000, or $0.12 per share. Total dividends in arrears and liquidation
     preference were $847,500 and $840,000 at December 31, 2006 and 2005,
     respectively.

     Series C
     --------

     During 1997, the Company issued 2,560,762 shares of Series C preferred
     stock in connection with the conversion of certain debt owed by the
     Company. During 1999, holders of 2,382,858 shares of Series C stock
     converted their shares into common stock of the Company. The Series C
     shares have voting rights, are non-redeemable and have a $0.55 per share
     liquidation preference. At December 31, 2006 and 2005, 177,904 shares of
     Series C preferred stock remained outstanding and the liquidation
     preference amounted to $97,847.

     Series D
     --------

     During 2002, the Company established its Series D preferred stock. Holders
     of the Series D preferred stock have the right, subject to the availability
     of authorized but unissued common stock, to convert their shares into
     shares of the Company's common stock without payment of additional
     consideration. The Series D shares are initially convertible into the
     Company's common stock as determined by dividing $0.20 by the conversion
     price in effect at the time of the conversion. The initial conversion price
     of the Series D preferred stock is $0.20, and subject to adjustment based
     upon anti-dilution provisions, which include but are not limited to, the
     affects of the subsequent sale of common stock at prices less than the
     initial conversion price.

     DESIGNATION. The class of convertible Series D preferred stock, $0.01 par
     value, consists of up to 2.5 million shares. VOTING RIGHTS. The holders of
     Series D preferred shares shall have the right to that number of votes
     equal to the number of shares of common stock issuable upon conversion of
     such Series D preferred shares. REDEMPTION. The Series D preferred shares
     are not redeemable by the Company. LIQUIDATION PREFERENCE. The Series D
     holders are entitled to a liquidation preference equal to the greater of
     $2.50 per share or the equivalent market value of the number of shares of
     common stock into which each share of Series D is convertible. At December
     31, 2006, the liquidation preference for Series D preferred stock was
     $4,394,180.

                                      F-21


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.  STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED:

     Series D
     --------

          REGISTRATION RIGHTS. All of the underlying common stock issued upon
          conversion of the Series D preferred shares shall be entitled to
          "piggyback" registration rights when, and if, the Company files a
          registration statement for its securities or the securities of any
          other stockholder.

          DIVIDENDS. The Series D holders are entitled to an annual dividend of
          $0.0235 per share. The dividends are cumulative and payable after
          payment and satisfaction of the Series A, B and C preferred stock
          dividends. At December 31, 2006, cumulative dividends in arrears on
          the 1,757,672 outstanding Series D shares were $131,177.

     During 2006, Series D holders converted 256,000 shares to common stock, as
     discussed previously.

     During 2006, no warrants were exercised to purchase shares of Series D
     preferred stock. During 2005, an existing shareholder exercised warrants to
     purchase 115,000 shares of Series D preferred stock at $0.20 per share for
     total cash received by the Company of $23,000.

     At December 31, 2006 and 2005, the Company had 1,757,672 and 2,013,672
     shares of Series D preferred stock outstanding, respectively (see Note 15).
     The combined liquidation preference and dividends in arrears totaled
     $4,525,357 and $5,122,407 at December 31, 2006 and 2005, respectively.

     Preferred Stock Warrants
     ------------------------

     During 2005, the Company issued 1,000,000 warrants to purchase shares of
     Series D preferred stock to John C. Lawrence, the Company's president and a
     director, for incentive to improve the Company's financial position. These
     warrants are exercisable at $0.25 and expire in October 2007. No preferred
     stock warrants were issued in 2006.

     Transactions in Series D preferred stock warrants are as follows:

         Year Ended December 31:

     2007                1,750,000
     2008                  111,185
     2009                      --
                         ---------
                         1,861,185
                         =========

                                      F-21


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.  STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED:

     Series D, continued

     The above Series D preferred stock warrants expire as follows:

           Year Ended December 31:

     2007                      1,841,692
     2008                      4,155,002
     2009                      1,974,391
     2010                        150,000
     2011                            --
     Non-expiring                250,000
                               ---------
                               8,371,085
                               =========

14.  2000 STOCK PLAN

     In January 2000, the Company's Board of Directors resolved to create the
     United States Antimony Corporation 2000 Stock Plan ("the Plan"). The
     purpose of the Plan is to attract and retain the best available personnel
     for positions of substantial responsibility and to provide additional
     incentive to employees, directors and consultants of the Company to promote
     the success of the Company's business. The maximum number of shares of
     common stock or options to purchase common stock that may be issued
     pursuant to the Plan is 500,000. At December 31, 2006 and 2005, 300,000
     shares of the Company's common stock had been issued under the Plan. There
     were no issuances under the Plan during 2006 and 2005.

15.  INCOME TAXES

     The Company had no income tax provision or benefit for the years ended
     December 31, 2006 and 2005.

     At December 31, 2006 and 2005, the Company had net deferred tax assets
     composed as follows:

                                                            2006          2005
                                                         ---------    ---------
     Arising from differences in the book and
     tax basis of certain property assets                $ 300,000    $ 300,000
     Arising from limitation in deduction of
     foreign exploration costs                           $ 150,000
     Arising from net tax operating loss
     carryforwards                                       1,174,000    1,650,000
                                                         ---------    ---------
     Total deferred tax assets                           1,624,000    1,950,000
     Valuation allowance                                (1,624,000)  (1,950,000)
                                                         ---------    ---------
     Net deferred tax assets                             $     --     $     --
                                                         =========    =========

     The deferred tax assets were calculated based on an estimated 34% income
     tax rate. As management of the Company cannot determine if it is more
     likely than not that the Company will realize the benefit of its deferred
     tax assets, a valuation allowance equal to the net deferred tax assets at
     both December 31, 2006 and 2005 has been established.

                                      F-22


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.  INCOME TAXES, CONTINUED

     At December 31, 2006, the Company had unexpired regular tax net operating
     loss carryforwards of approximately $3,454,000 which expire as follows:

          Year Ending December 31,:
     2011                           513,000
     2012                           154,000
     2016                           400,000
     2018                           292,000
     2020                            69,000
     2021                           653,000
     2022                           170,000
     2023                           733,000
     2024                            97,000
     2025                           300,000
     2026                            73,000
                                -----------
                                $ 3,454,000
                                ===========

16.  RELATED-PARTY TRANSACTIONS

     In addition to transactions described in Notes 4, 7, 10, 11, 12, and 13,
     during 2006 and 2005, the Company had the following transactions with
     related parties:

            During 2005, the Company issued 26,000 of its Series D preferred
            stock to each member of its Board of Directors as compensation for
            their services as directors. In connection with the issuances, the
            Company recorded $28,600 in director compensation based on an
            aggregate of 104,000 Series D shares issued.

            During 2006, the Company issued 22,750 shares of its common stock to
            each member of its Board of Directors as compensation for their
            services as directors and 225,000 shares to two directors for
            services performed in development of Mexico operations.

            Also in 2006, the Company issued 45,000 shares of its common stock
            and warrants in exchange for equipment purchased from one director
            and 100,000 shares of common stock to a director in exchange for his
            ownership interest in USAMSA.

17.  COMMITMENTS AND CONTINGENCIES

     The Company's management believes that USAC is currently in substantial
     compliance with environmental regulatory requirements and that its accrued
     environmental reclamation costs are representative of management's estimate
     of costs required to fulfill its reclamation 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 affect on the Company's operations. The range of
     possible losses in excess of the amounts accrued cannot be reasonably
     estimated at this time.

                                      F-23


UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The estimated fair value amounts have been determined using available
     market information and appropriate valuation methodologies. However,
     considerable judgment is required to interpret market data and to develop
     the estimates of fair value. Accordingly, the estimates presented herein
     are not necessarily indicative of the amounts the Company could realize in
     a current market exchange.

     The carrying amounts for cash, restricted cash, accounts receivable,
     accounts payable and other current liabilities are reasonable estimates of
     their fair values. The fair value of amounts due to related parties
     approximates their carrying values of $224,449 and $276,356, respectively,
     at December 31, 2006 and 2005, based upon the contractual cash flow
     requirements.

     The carrying amount of long-term debt is a reasonable estimate of its fair
     value. The carrying amount of the secured convertible and convertible notes
     payable, aggregating $100,000 and $350,000 at December 31, 2006 and 2005,
     is a reasonable estimate of their fair value.

19.  BUSINESS SEGMENTS

     The Company has two operating segments, antimony and zeolite. Management
     reviews and evaluates the operating segments exclusive of interest and
     factoring expenses. Therefore, interest expense is not allocated to the
     segments. Selected information with respect to segments for the years ended
     December 31, 2006 and 2005 is as follows:

                                                        2006          2005
                                                    -----------    -----------
     Capital expenditures:

     Antimony
     United States                                  $     5,983    $    49,493
     Mexico                                             747,740            --
                                                    -----------    -----------
     Subtotal Antimony                                  753,723         49,493
     Zeolite                                            514,528        325,988
                                                    -----------    -----------
                                                    $ 1,268,251    $   375,481
                                                    ===========    ===========

Properties, plants, equipment and mineral rights, net:

     Antimony
     United States                                  $   137,714    $   118,977
     Mexico                                             747,740            --
                                                    -----------    -----------
     Subtotal Antimony                                  885,454        118,977
     Zeolite                                          1,179,887        811,578
                                                    -----------    -----------
                                                    $ 2,065,341    $   930,555
                                                    ===========    ===========

     Total Assets:
     Antimony
     United States                                    $ 527,059    $   350,243
     Mexico                                             747,740            --
                                                    -----------    -----------
     Subtotal Antimony                                1,274,799        350,243
     Zeolite                                          1,253,046        951,104
     Corporate                                          222,115        318,023
                                                    -----------    -----------
                                                    $ 2,749,960    $ 1,619,370
                                                    ===========    ===========

     See Note 2 regarding sales to major customers.

                                      F-24