form10k-a.htm
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K/A
(AMENDMENT NO. 3)

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2008

Commission file number: 000-31380

ATLAS MINING COMPANY
(Exact name of registrant as specified in its charter)
Idaho
  
82-0096527
(State or other jurisdiction of incorporation or organization) 
  
(I.R.S. Employer Identification No.) 

110 Greene Street – Ste 1101, New York, NY
  
10012
(Address of principal executive offices) 
  
(Zip Code)
 
(208) 556-1181
    
 
Issuer's telephone number, including area code
    

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
YES
  
NO
x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:
 
YES
  
NO
x

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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
  
NO
x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not 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-K/A (Amendment No. 2) or any amendment to this Form 10-K/A (Amendment No. 2) .
         

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller-reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer
  
Accelerated Filer
  
Non-accelerated Filer
  
Smaller Reporting Company
x

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 aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2009, based on the last sales price on the pink sheets on that date, was approximately $___________.  The number of shares of the registrant’s common stock, no par value per share, outstanding as of December 31, 2009 was ___________.

DOCUMENTS INCORPORATED BY REFERENCE:  None.


 
 
 

 

PREFATORY NOTE

Applied Minerals, Inc. (company was formerly known as Atlas Mining Company) (“the Company”) is filing this form 10-K/A (Amendment No. 3) to include correct certifications required by Rule 13a-14(a)
 
 
ITEM 14.                      EXHIBITS

Exhibit
    
Number
Description of Exhibit
  
     
31.3
Amended certification pursuant to Rule 13a-14 of the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Principal Executive Officer
  
31.4
Amended certification pursuant to Rule 13a-14 of the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Principal Financial Officer
  


 

 
 
 


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 2nd day of February 2010.

   
Applied Minerals, Inc
  
       
 
By:
    
   
Andre Zeitoun
  
   
Chief Executive Officer
  
       
 
By:
    
   
Christopher T. Carney
  
   
Interim Chief Financial Officer
  
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
Title
Date
     
 
Director
February 4, 2010
John F. Levy
    
     
 
Director
February 4, 2010
David Taft
    
     
 
Director
February 4, 2010
Morris D. Weiss
    
     
 
Director
February 4, 2010
Andre Zeitoun
    
     
 
Director
February 4, 2010
Evan Stone
    


 

 
 
 

Exhibit 31.3

Amended certification pursuant to Rule 13a-14 of the Securities Exchange Act
 
I, Andre Zeitoun, certify that:
 
 
1.  
I have reviewed this 10-K/A (Amendment No. 3) of Applied Minerals, Inc. for the period ended December 31, 2008;
 
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.  
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
i.  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
ii.  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
iii.  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
iv.  
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
 
5.  
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
i.  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
ii.  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
February 4, 2010

/Andre Zeitoun    /__
Andre Zeitoun
Principal Executive Officer



 
 
 

Exhibit 31.4

Amended certification pursuant to Rule 13a-14 of the Securities Exchange Act
 
I, Christopher T. Carney, certify that:
 
 
1.  
 
 
2.  
 
 
3.  
 
 
4.  
 
 
i.  
 
 
ii.  
 
 
iii.  
 
 
iv.  
 
 
5.  
 
 
i.  
 
 
ii.  
 
February 4, 2010

/Christopher T. Carney /__
Christopher T. Carney
Principal Financial Officer