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.
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.
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).
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:
February 4, 2010
/Christopher T. Carney /__
Christopher T. Carney
Principal Financial Officer
