SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K -------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act January 16, 2007 Date of Report --------------------------------- (Date of Earliest Event Reported) ATLAS MINING COMPANY ------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) 630 EAST MULLAN AVENUE OSBURN, IDAHO 83849 ---------------------------------------- (Address of Principal Executive Offices) (208) 556-1181 ------------------------------- (Registrant's Telephone Number) IDAHO 000-31380 77-0505346 -------------------------- -------------- ----------------- (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)) ========================================================================== ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES On January 10, 2007, the Company sold a total of 1,481,482 shares of common stock, at an aggregate offering price of $1.35 per share, for cash, in a private placement to an investment fund. There was no placement agent commission attendant to this transaction. The transaction above was 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 said 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 ----------------------------------- WILLIAM T. JACOBSON DATE: January 16, 2007