<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

================================================================================

                         POST EFFECTIVE AMENDMENT NO. 1
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              ATLAS MINING COMPANY
             (Exact name of registrant as specified in its charter)

                      Idaho                                 82-0096527
                      -----                                 ----------
(State or other jurisdiction of incorporation or         (I.R.S. Employer
                  organization)                         Identification No.)

             630 East Mullan Avenue
                  Osburn, Idaho                                83849
                  -------------                                -----
    (Address of principal executive offices)                (Zip Code)


                           2002 CONSULTANT STOCK PLAN
                           --------------------------
                            (Full title of the plan)

                                William Jacobson
                             630 East Mullan Avenue
                               Osburn, Idaho 83849

                     (Name and address of agent for service)

                                 (208) 556-1181
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED        REGISTERED(1)           SHARE(2)              PRICE(2)         REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                          <C>                     <C>                 <C>                   <C>
Common Stock                 8,000,000               $.08                $640,000              $51.78
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>


(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the bid and asked price reported
on July 2, 2003, as reported on the OTC Electronic Bulletin Board.




                                       1
<PAGE>





                        GENERAL INSTRUCTION E INFORMATION

This  Registration  Statement is being filed for the purposed of increasing  the
number  of  securities  of the  same  class  as  other  securities  for  which a
Registration  Statement  of the  Registrant  on Form  S-8  relating  to the same
consultant stock plan is effective.

THE CONTENTS OF THE REGISTRANT'S  REGISTRATION  STATEMENT ON FORM S-8 FILED WITH
THE SECURITIES AND EXCHANGE  COMMISSION ON AUGUST 27, 2002 (FILE NO.  333-98821)
IS HEREBY INCORPORATED BY REFERENCE.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  are hereby  incorporated  by reference  into this
registration statement:

     (a) The Annual Report for the fiscal year ended  December 31, 2002 filed by
the registrant with the Securities and Exchange Commission (the "Commission") on
Form 10KSB on April 14, 2003,  which  contains  audited  consolidated  financial
statements for the most recent fiscal year for which such  statements  have been
filed.

     (b) The Quarterly Report for the quarter ended March 31, 2003 filed on Form
10QSB on May 13, 2003.

     (b) The description of the registrant's  common stock, which is included in
the Registrant's Annual Report for fiscal year ended December 31, 2002, filed on
Form 10KSB with the Commission on April 14, 2003.

     (c) In  addition,  all  documents  subsequently  filed  by  the  registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Richardson  & Patel  LLP,  has  given an  opinion  on the  validity  of the
securities  being  registered  hereunder.  Erick  Richardson  and Nimish  Patel,
principals  in the law firm,  are  eligible to receive  shares of the  Company's
common stock pursuant to this Form S-8 registration statement.




                                       2
<PAGE>

ITEM 8.   EXHIBITS.

          5.    Opinion regarding legality

          23.1  Consent of Chisholm & Associates

          23.2  Consent of Richardson & Patel LLP (included in Exhibit 5)






                                       3
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Osburn,  State of  Idaho,  on this 7th day of July,
2003.

                                            ATLAS MINING COMPANY
                                            An Idaho Corporation


                                            /s/ William Jacobson
                                            ------------------------------
                                            By: William Jacobson
                                            Its:  Chief Executive Officer



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:


Dated:  July 7, 2003
                                            /s/ William Jacobson
                                            -----------------------------------
                                            William Jacobson, Chairman


Dated:  July 7, 2003                        /s/ Kurt Hoffman
                                            -----------------------------------
                                            Kurt Hoffman, CFO, Director


Dated:  July 7, 2003                        /s/ Jack Harvey
                                            -----------------------------------
                                             Jack Harvey, Director


Dated:  July 7, 2003                        /s/ Thomas E. Groce
                                            -----------------------------------
                                            Thomas E. Groce, Director



                                       4
<PAGE>


                                INDEX TO EXHIBITS

    Exhibit
    Number        Description
    ------        -----------

         5.       Opinion regarding legality

         23.1     Consent of Chisholm & Associates

         23.2     Consent of Richardson & Patel LLP (included in Exhibit 5)



                                       5
[{"type": "S-8", "sequence": "1", "filename": "fs8.txt", "secsgml_size_bytes": 8057}]
{"company-data": {"conformed-name": "ATLAS MINING CO", "cik": "0000008328", "assigned-sic": "1040", "irs-number": "820096527", "state-of-incorporation": "ID", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106872", "film-number": "03778314"}, "business-address": {"street1": "630 EAST MULLAN AVENUE", "city": "OSBURN", "state": "ID", "zip": "83849", "phone": "2085561181"}, "mail-address": {"street1": "630 EAST MULLAN AVENUE", "city": "OSBURN", "state": "ID", "zip": "83849"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

================================================================================

                         POST EFFECTIVE AMENDMENT NO. 1
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ATLAS MINING COMPANY
             (Exact name of registrant as specified in its charter)

                      Idaho                                 82-0096527
                      -----                                 ----------
(State or other jurisdiction of incorporation or         (I.R.S. Employer
                  organization)                         Identification No.)

             630 East Mullan Avenue
                  Osburn, Idaho                                83849
                  -------------                                -----
    (Address of principal executive offices)                (Zip Code)

                           2002 CONSULTANT STOCK PLAN
                           --------------------------
                            (Full title of the plan)

                                William Jacobson
                             630 East Mullan Avenue
                               Osburn, Idaho 83849

                     (Name and address of agent for service)

                                 (208) 556-1181
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED        REGISTERED(1)           SHARE(2)              PRICE(2)         REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                 8,000,000               $.08                $640,000              $51.78
----------------------- --------------------- -------------------- --------------------- --------------------
(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the bid and asked price reported
on July 2, 2003, as reported on the OTC Electronic Bulletin Board.

                                       1
GENERAL INSTRUCTION E INFORMATION

This  Registration  Statement is being filed for the purposed of increasing  the
number  of  securities  of the  same  class  as  other  securities  for  which a
Registration  Statement  of the  Registrant  on Form  S-8  relating  to the same
consultant stock plan is effective.

THE CONTENTS OF THE REGISTRANT'S  REGISTRATION  STATEMENT ON FORM S-8 FILED WITH
THE SECURITIES AND EXCHANGE  COMMISSION ON AUGUST 27, 2002 (FILE NO.  333-98821)
IS HEREBY INCORPORATED BY REFERENCE.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  are hereby  incorporated  by reference  into this
registration statement:

     (a) The Annual Report for the fiscal year ended  December 31, 2002 filed by
the registrant with the Securities and Exchange Commission (the "Commission") on
Form 10KSB on April 14, 2003,  which  contains  audited  consolidated  financial
statements for the most recent fiscal year for which such  statements  have been
filed.

     (b) The Quarterly Report for the quarter ended March 31, 2003 filed on Form
10QSB on May 13, 2003.

     (b) The description of the registrant's  common stock, which is included in
the Registrant's Annual Report for fiscal year ended December 31, 2002, filed on
Form 10KSB with the Commission on April 14, 2003.

     (c) In  addition,  all  documents  subsequently  filed  by  the  registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Richardson  & Patel  LLP,  has  given an  opinion  on the  validity  of the
securities  being  registered  hereunder.  Erick  Richardson  and Nimish  Patel,
principals  in the law firm,  are  eligible to receive  shares of the  Company's
common stock pursuant to this Form S-8 registration statement.

                                       2
ITEM 8.   EXHIBITS.

          5.    Opinion regarding legality

          23.1  Consent of Chisholm & Associates

          23.2  Consent of Richardson & Patel LLP (included in Exhibit 5)

                                       3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Osburn,  State of  Idaho,  on this 7th day of July,
2003.

                                            ATLAS MINING COMPANY
                                            An Idaho Corporation

                                            /s/ William Jacobson
                                            ------------------------------
                                            By: William Jacobson
                                            Its:  Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

Dated:  July 7, 2003
                                            /s/ William Jacobson
                                            -----------------------------------
                                            William Jacobson, Chairman

Dated:  July 7, 2003                        /s/ Kurt Hoffman
                                            -----------------------------------
                                            Kurt Hoffman, CFO, Director

Dated:  July 7, 2003                        /s/ Jack Harvey
                                            -----------------------------------
                                             Jack Harvey, Director

Dated:  July 7, 2003                        /s/ Thomas E. Groce
                                            -----------------------------------
                                            Thomas E. Groce, Director

                                       4
INDEX TO EXHIBITS

    Exhibit
    Number        Description
    ------        -----------

         5.       Opinion regarding legality

         23.1     Consent of Chisholm & Associates

         23.2     Consent of Richardson & Patel LLP (included in Exhibit 5)

                                       5