SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zeitoun Andre

(Last)

(First)

(Middle)

630 EAST MULLAN AVE. #D

(Street)

OSBURN

83849

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2009

3. Issuer Name and Ticker or Trading Symbol
ATLAS MINING CO [ ALMI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,144,300	D
Common Stock	35,000	I	Held in IRA of Spouse Jodi Zeitoun

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
10% PIK-Election Convertible Note⁽¹⁾	⁽²⁾	12/15/2018	Common Stock	142,857	$0.35⁽²⁾	D
Stock Option Right to Purchase	⁽³⁾	01/01/2019	Common Stock	6,966,419⁽³⁾	$0.7⁽³⁾	I	Material Advisors LLC⁽³⁾

Explanation of Responses:

1. The Note has a principal amount of $50,000 and is convertible into 142,857 shares of Common stock at $.35 per share.

2. The Note has a maturity date od Decmber 15, 2018. At the holder's option, amounts outstanding under the Note may be converted into common stock at any time after the Company has authorized sufficient shares to convert such amounts outstanding into common stock at the conversion price of $.35 per share (the "Conversion Price"). The amount outstanding shall be mandatorily converted into common stock of the Company at the Conversion Price upon (i) the Company's authorization of a sufficient number of shares to convert amounts outstanding under all of the series of 10% PIK-Election Convertible notes into common stock, (ii) the average market price for the Common Stock is in excess of the Conversion Price and (iii) either (a) the Company has filed and caused to become effective a registration statement for the resale of the number of shares of common stock into which the outstanding amount under the note is convertible, or (b) such shares are resaleable under Rule 144.

3. The Stock Option was granted to Material Advisors LLC effective January 1, 2009 pursuant to a Management Agreement dated December 30, 2008 with the Company, pursuant to which Material Advisors will perform senior management services for the Company. The option will vest in 36 equal monthly installments over 3 years. Andre Zeitoun is the manager and majority owner of Material Advisors LLC. This filing will not be deemed an admission that Andre Zeitoun is a beneficial owner of the entire amount of equity securities covered by this filing and he disclaims beneficial ownership of those equity securities subject to the option in excess of his original ownership percentage in Material Advisors LLC.

Remarks:

	/s/ Andre Zeitoun	01/09/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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