SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
July 17, 2006
Date of Report
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(Date of Earliest Event Reported)
ATLAS MINING COMPANY
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(Exact name of Registrant as Specified in its Charter)
630 EAST MULLAN AVENUE
OSBURN, IDAHO 83849
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(Address of Principal Executive Offices)
(208) 556-1181
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(Registrant's Telephone Number)
IDAHO 000-31380 82-0096527
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(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))
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FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings")
contain or may contain forward looking statements and information
that are based upon beliefs of, and information currently available to,
Registrant's management as well as estimates and assumptions made by
Registrant's management. When used in the filings the words "anticipate",
"believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to
Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with
respect to future events and are subject to risks, uncertainties,
assumptions and other factors relating to Registrant's industry,
Registrant's operations and results of operations and any businesses that
may be acquired by Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee
future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of
the United States, Registrant does not intend to update any of the
forward-looking statements to conform these statements to actual results.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective July 14, 2006, Nano Clay and Technologies, Inc. ("Company"),
a wholly owned subsidiary of Atlas Mining Company ("Atlas") entered into an
Amended Employment Agreement with Mr. Ronald Price. The amended employment
agreement provides that Mr. Price is entitled to purchase one million
shares of Atlas common stock at 85% of market per share, pursuant to the
terms and conditions of the Atlas Mining Stock Plan of 1998 ("Stock
Plan")and a Non-Qualified Stock Option Agreement entered into July 14, 2006
("Option Agreement") between the Company and Mr. Price. Mr. is Chief
Executive Officer and President of the Company and a director of Atlas.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On July 14, 2006, Atlas granted an option to purchase one million
shares of its common stock to Ronald Price. The option vests in four equal
installments on July 14, 2006; January 14, 2007; July 14, 2007; and January
14, 2008. The option has an exercise price of 85% of market.
The option was issued in a transaction exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"), by
reason of Section 4(2) and/or Regulation D of the Securities Act.
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
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WILLIAM T. JACOBSON
DATE: July 14, 2006