SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLAS MINING COMPANY
(Exact name of registrant as specified in its charter)
Idaho 82-0096527
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 East Mullan Avenue
Osburn, Idaho 83849
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(Address of principal executive offices) (Zip Code)
2002 CONSULTANT STOCK PLAN
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(Full title of the plan)
William Jacobson
630 East Mullan Avenue
Osburn, Idaho 83849
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(Name and address of agent for service)
(208) 556-1181
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered Price Per Offering Registration
Registered (1) Share (2) Price (2) Fee
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Common Stock 5,000,000 $.20 $1,025,000 $129.87
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(1) Includes an indeterminate number of additional shares that may be
issued to adjust the number of shares issued pursuant to the stock plan
described herein as the result of any future stock split, stock dividend
or similar adjustment of the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating
amount of registration fee, based upon the average of the bid and asked
price reported on September 14, 2004, as reported on the OTC Electronic
Bulletin Board.
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GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purposed of increasing
the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating
to the same consultant stock plan is effective.
THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 2002 (FILE NO.
333-98821) IS HEREBY INCORPORATED BY REFERENCE.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into
this registration statement:
(a) The Annual Report for the fiscal year ended December 31, 2003
filed by the registrant with the Securities and Exchange Commission (the
"Commission") on Form 10KSB on March 30, 2004, which contains audited
consolidated financial statements for the most recent fiscal year for
which such statements have been filed.
(b) The Quarterly Report for the quarter ended June 30, 2004 filed on
Form 10QSB on August 20, 2004.
(b) The description of the registrant's common stock, which is
included in the Registrant's Annual Report for fiscal year ended December
31, 2003, filed on Form 10KSB with the Commission on March 30, 2004.
(c) In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Law Offices of Gary L. Blum has given an opinion on the validity
of the securities being registered hereunder. Gary L. Blum,
principal in the law firm, is eligible to receive shares of the
Company's common stock pursuant to this Form S-8 registration statement.
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ITEM 8. EXHIBITS.
5. Opinion regarding legality
23.1 Consent of Chisholm, Bierwolf & Nilson, LLC
23.2 Consent of Law Offices of Gary L. Blum (included in Exhibit 5)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Osburn,
State of Idaho, on this 15th day of September, 2004.
ATLAS MINING COMPANY
/s/ William Jacobson
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By: William Jacobson
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated:
Dated: September 15, 2004
/s/ William Jacobson
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William Jacobson, Chairman
Dated: September 15, 2004 /s/ Kurt Hoffman
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Kurt Hoffman, CFO, Director
Dated: September 15, 2004 /s/ Jack Harvey
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Jack Harvey, Director
Dated: September 15, 2004 /s/ Marqueta Martinez
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Marqueta Martinez, Director
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INDEX TO EXHIBITS
Exhibit
Number Description
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5. Opinion regarding legality
23.1 Consent of Chisholm, Bierwolf & Nilson, LLC
23.2 Consent of Law Offices of Gary L. Blum (included in Exhibit
5)
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