Schedule 13D Amendment No.4

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IMh+Ca4Q3Ee4UvQ0I0PXi5JZZ4CQKMlrLrcoBn0HeZJHZrjHDByIlW720QV3gni8 ipH0nu1dq5D3ipj54FRDOA== 0001193125-07-217814.txt : 20071012 0001193125-07-217814.hdr.sgml : 20071012 20071012163351 ACCESSION NUMBER: 0001193125-07-217814 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071012 DATE AS OF CHANGE: 20071012 GROUP MEMBERS: THE IBS TURNAROUND FUND (QP) (A LIMITED PARTNERSHIP) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS MINING CO CENTRAL INDEX KEY: 0000008328 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820096527 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80859 FILM NUMBER: 071169924 BUSINESS ADDRESS: STREET 1: 630 EAST MULLAN AVENUE CITY: OSBURN STATE: ID ZIP: 83849 BUSINESS PHONE: 2085561181 MAIL ADDRESS: STREET 1: 630 EAST MULLAN AVENUE CITY: OSBURN STATE: ID ZIP: 83849 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IBS CAPITAL LLC CENTRAL INDEX KEY: 0001414860 IRS NUMBER: 261094312 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: (617) 310-5160 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 2401 CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO.4 Schedule 13D Amendment No.4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Atlas Mining Company

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

049375108

(CUSIP Number)

Mr. Jeffrey Blumberg

DrinkerBiddleGardnerCarton

191 North Wacker Drive, Suite 3700

Chicago, Illinois 60606

(312) 569-1106

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 28, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 8 Pages)


CUSIP NO. 049375108		13D/A		Page 2 of 8


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The IBS Turnaround Fund (QP) (A Limited Partnership)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7 SOLE VOTING POWER 6,088,371
		8 SHARED VOTING POWER -0-
		9 SOLE DISPOSITIVE POWER 6,088,371
		10 SHARED DISPOSITIVE POWER -0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,088,371
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%
14	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 049375108		13D/A		Page 3 of 8


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) IBS Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7 SOLE VOTING POWER 9,426,182
		8 SHARED VOTING POWER -0-
		9 SOLE DISPOSITIVE POWER 9,426,182
		10 SHARED DISPOSITIVE POWER -0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,426,182
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4%
14	TYPE OF REPORTING PERSON (See Instructions) CO


CUSIP NO. 049375108		13D/A		Page 4 of 8

This Amendment No. 4 to Schedule 13D (this “Schedule 13D/A” or this “Statement”) amends the initial statement on Schedule 13D (“Initial 13D”) relating to the Common Stock of Atlas Mining Company filed with the Securities and Exchange Commission (the “Commission”) on July 11, 2005 by The IBS Turnaround Fund (QP) (A Limited Partnership) (the “QP Turnaround Fund”) and IBS Capital LLC (“IBS” and, together with QP Turnaround Fund, the “Filers”), as amended by Amendment No. 1 filed with the Commission on July 12, 2005, as amended by Amendment No. 2 filed on October 16, 2006, as amended by Amendment No. 3 filed on January 23, 2007.

On September 28, 2007, IBS Capital Corporation, a Massachusetts corporation, ceased to be the general partner of the QP Turnaround Fund and The IBS Turnaround Fund (A Limited Partnership), a Massachusetts limited partnership (the “LP Turnaround Fund”), and ceased to be the investment adviser of the The IBS Opportunity Fund (BVI), a British Virgin Islands international business company (the “Opportunity Fund”). On September 28, 2007, IBS became the general partner of the QP Turnaround Fund and the LP Turnaround Fund, and became the investment adviser of the Opportunity Fund.

Item 1.

Security and Issuer.

This Schedule 13D/A is filed jointly by QP Turnaround Fund and IBS, its general partner.

The class of equity securities to which this Schedule 13D/A relates is the Common Stock, no par value (the “Common Stock” or the “Shares”) of Atlas Mining Company, an Idaho corporation (the “Company”). The address of the Company’s principal executive offices is 630 East Mullan Avenue, Osburn, Idaho 83849.

Item 2.

Identity and Background.

QP Turnaround Fund is a Massachusetts limited partnership. Its principal business is investing in securities. The address of its principal office is One International Place, Suite 2401, Boston, Massachusetts 02110. During the past five years, it has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, it has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

IBS is a Massachusetts limited liability company. Its principal business is investing in securities. The address of its principal office is One International Place, Suite 2401, Boston, Massachusetts 02110. During the past five years, it has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, it has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


CUSIP NO. 049375108		13D/A		Page 5 of 8

David A. Taft is the manager of IBS. His business address is One International Place, Suite 2401, Boston, Massachusetts 02110. His principal occupation is investing in securities. During the past five years, he has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. He is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

On October 9, 2007, IBS became the beneficial owner of 2,000,000 Shares, all of which were purchased on the open market. Of these Shares, QP Turnaround Fund purchased 324,362 Shares at a price of $0.85 per Share; 324,361 Shares at a price of $0.90 per Share; 324,361 Shares at a price of $0.94 per Share; and 24,361 Shares at a price of $0.99 per Share. LP Turnaround Fund purchased 114,795 Shares at a price of $ 0.85 per Share; 114,796 Shares at a price of $0.90 per Share; 114,796 Shares at a price of $0.94 per Share ; and 114,796 Shares at a price of $0.99 per Share. Opportunity Fund purchased 60,843 Shares at a price of $0.85 per Share; 60,843 Shares at a price of $0.90 per Share; 60,843 Shares at a price of $0.94 per Share; and 60,843 Shares at a price of $0.99 per Share. The source of funds was the working capital of the purchasers.

Item 4.

Purpose of Transaction.

The Filers purchased the securities of the Company for investment purposes. The Filers have had discussions with management of the Company regarding adding independent directors to the board of directors of the Company.

The Filers may make further purchases of shares of Common Stock or dispose of any or all of the shares of Common Stock held by them, although they have no current intention to do so. Except as noted in this Schedule 13D/A, none of the persons identified in Item 2 has any plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Such persons may, at any time from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Issuer.

(a) As of the date of this Statement, QP Turnaround Fund holds, in the aggregate, 6,088,371 Shares, which represents 11.2% of the Company’s Common Stock. IBS beneficially owns, in the aggregate, 9,462,182 Shares, which represents 17.4% of the Company’s Common Stock. The Shares beneficially owned by IBS are owned directly by QP Turnaround Fund (6,088,371 Shares); LP Turnaround Fund (2,067,162 Shares); and The IBS Opportunity Fund (BVI), Ltd., a British Virgin Islands international business company (the “Opportunity Fund”) (1,270,649 Shares). The percentages used in this Statement are calculated based on 54,173,594 outstanding Shares, as reported in the Company’s 10-QSB, as filed with the Commission on August 14, 2007.


CUSIP NO. 049375108		13D/A		Page 6 of 8

(b) The information contained in table form in Rows 7 though 11 on each of pages 2 and 3 hereof, which relates to beneficial ownership, voting and disposition of Shares is hereby incorporated by reference. LP Turnaround Fund has the sole power to vote and dispose of the 2,067,162 Shares held by it, and Opportunity Fund has the sole power to vote and dispose of the 1,270,649 Shares held by it.

(c) On October 9, 2007, IBS became the beneficial owner of 2,000,000 Shares, all of which were purchased on the open market. Of these Shares, QP Turnaround Fund purchased 324,362 Shares at a price of $0.85 per Share; 324,361 Shares at a price of $0.90 per Share; 324,361 Shares at a price of $0.94 per Share; and 324,361 Shares at a price of $0.99 per Share. LP Turnaround Fund purchased 114,795 Shares at a price of $0.85 per Share; 114,796 Shares at a price of $0.90 per Share; 114,796 Shares at a price of $0.94 per Share; and 114,796 Shares at a price of $0.99 per Share. Opportunity Fund purchased 60,843 Shares at a price of $0.85 per Share; 60,843 Shares at a price of $0.90 per Share; 60,843 Shares at a price of $0.94 per Share; and 60,843 Shares at a price of $0.99 per Share.

(d)-(e) Inapplicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described above, to each Filer’s knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to Be Filed as Exhibits.

The following document is filed herewith:

(1) Joint Filing Agreement, dated as of October 12, 2007, by and among The IBS Turnaround Fund (QP) (A Limited Partnership) and IBS Capital LLC.


CUSIP NO. 049375108		13D/A		Page 7 of 8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: October 12, 2007	THE IBS TURNAROUND FUND (QP) (A LIMITED PARTNERSHIP)

	By:	IBS CAPITAL LLC
		General Partner

		By:	/s/ David A. Taft
			David A. Taft, Manager

	IBS CAPITAL LLC

		By:	/s/ David A. Taft
			David A. Taft, Manager


CUSIP NO. 049375108		13D/A		Page 8 of 8

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Atlas Mining Company; and further agree that this Joint Filing Agreement be included as Exhibit 1. In evidence thereof, the undersigned hereby execute this Agreement this 12^th day of October, 2007.


THE IBS TURNAROUND FUND (QP) (A LIMITED PARTNERSHIP)

By:	IBS CAPITAL LLC General Partner

	By:	/s/ David A. Taft
		David A. Taft, President


IBS CAPITAL LLC

By:		/s/ David A. Taft
		David A. Taft, Manager

-----END PRIVACY-ENHANCED MESSAGE-----