SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
January 3, 2005
Date of Report
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(Date of Earliest Event Reported)
ATLAS MINING COMPANY
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(Exact name of Registrant as Specified in its Charter)
630 EAST MULLAN AVENUE
OSBURN, IDAHO 83849
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(Address of Principal Executive Offices)
(208) 556-1181
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(Registrant's Telephone Number)
IDAHO 000-31380 77-0505346
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings")
contain or may contain forward looking statements and information
that are based upon beliefs of, and information currently available to,
Registrant's management as well as estimates and assumptions made by
Registrant's management. When used in the filings the words "anticipate",
"believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to
Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with
respect to future events and are subject to risks, uncertainties,
assumptions and other factors relating to Registrant's industry,
Registrant's operations and results of operations and any businesses that
may be acquired by Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee
future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of
the United States, Registrant does not intend to update any of the
forward-looking statements to conform these statements to actual results.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
Between December 15, 2004 and December 31, 2004, the Company sold a
total of 1,400,000 shares of common stock and accompanying warrants to
purchase 700,000 shares of common stock, in the aggregate, at a price of
$0.25 per unit comprised of one share of common stock and one warrant to
purchase one share of common stock for every two shares of common stock
purchased in the offering, in a private placement to 14 investors. The
warrants are exercisable for a period of two years from date of sale at a
price of $0.50 per share. A placement agent received a commission of 10% of
the proceeds from the private placement and a warrant to purchase 140,000
shares of common stock exercisable for a period of two years from date of
sale at a price of $0.25 per share.
The transactions above were effected under Section 4(2) of the Securities
Act of 1933, as amended, and appropriate legends were affixed to the
share certificates and other instruments issued in such transaction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ATLAS MINING COMPANY
BY: /s/ WILLIAM T. JACOBSON, PRESIDENT
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WILLIAM T. JACOBSON
DATE: January 6, 2005