UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-K/A
(AMENDMENT
NO. 3)
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For the
year ended December 31, 2008
Commission
file number: 000-31380
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ATLAS
MINING COMPANY
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(Exact
name of registrant as specified in its charter)
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Idaho
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82-0096527
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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110
Greene Street – Ste 1101, New York, NY
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10012
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(Address
of principal executive offices)
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(Zip
Code)
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(208)
556-1181
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Issuer's
telephone number, including area code
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
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YES
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NO
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x
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YES
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NO
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x
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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.
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YES
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NO
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x
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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.
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Large
Accelerated Filer
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Accelerated
Filer
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Non-accelerated
Filer
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Smaller
Reporting Company
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x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
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YES
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NO
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x
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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
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Exhibit
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Number
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Description
of Exhibit
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31.3
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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
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31.4
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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
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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.
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Applied
Minerals, Inc
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By:
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Andre
Zeitoun
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Chief
Executive Officer
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By:
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Christopher
T. Carney
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Interim
Chief Financial Officer
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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.
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Signature
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Title
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Date
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Director
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February
4, 2010
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John
F. Levy
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Director
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February
4, 2010
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David
Taft
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Director
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February
4, 2010
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Morris
D. Weiss
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Director
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February
4, 2010
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Andre
Zeitoun
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Director
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February
4, 2010
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Evan
Stone
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Exhibit
31.3
Amended
certification pursuant to Rule 13a-14 of the Securities Exchange
Act
I, Andre
Zeitoun, certify that:
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1.
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I
have reviewed this 10-K/A (Amendment No. 3) of Applied Minerals, Inc. for
the period ended December 31, 2008;
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2.
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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;
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3.
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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;
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4.
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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:
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i.
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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;
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ii.
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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;
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iii.
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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
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iv.
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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
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5.
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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):
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i.
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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
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ii.
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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.
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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