20.1     Code of Ethical Conduct

                            ATLAS MINING COMPANY
                          CODE OF ETHICAL CONDUCT

                                  Preface

     The honesty, integrity and sound judgment of principal executive and
financial officers of Atlas Mining Company ("ALMI") is fundamental to the
reputation and success of ALMI. While all employees, officers, and
directors are required to adhere to this Code of Ethics, the professional
and ethical conduct of our principal executive and financial officers is
essential to the proper function and success of ALMI.

     Our principal executive and financial officers hold an important and
elevated role in our corporate governance. These individuals are key
members of the management team, who are uniquely capable and empowered to
ensure that the interests of ALMI stakeholders (including stockholders,
employees, collaborators and suppliers) are appropriately balanced,
protected and preserved. Such persons fulfill this responsibility by
prescribing and enforcing the policies and procedures employed in ALMI's
business and financial operations.

     Principal Executive and Financial Officers Code of Ethical Conduct

     As a result, principal executive and financial officers of ALMI
performing senior executive, accounting, audit, financial management, or
similar functions must:

     -    Act with honesty and integrity, avoiding actual or apparent
          conflicts
     -    of interest  in  personal  and  professional  relationships
          except as
     -    otherwise  disclosed,  approved  and  determined  to  be in  the
          best
     -    interests of ALMI and its stockholders;
     -    As is required  and/or  necessary  to conduct  their  duties,
          provide colleagues with  information  that is accurate,
          complete,  objective, relevant, timely, and understandable;


     -    Comply with applicable laws, rules, and regulations of federal,
          state, and local  governments  (both  Unites  States and
          foreign)  and other appropriate private and public regulatory
          agencies, including, without limitation, with regard to all
          mandatory public disclosures;

     -    Act in good faith, with due care, competence,  and diligence,
          without misrepresenting  material facts or allowing independent
          judgment to be subordinated;

     -    Respect the  confidentiality of information  acquired in the
          course of employment;

     -    Be  accountable  for  adherence  to this Code of Ethics and
          otherwise proactively  promote ethical and honest behavior within
          the workplace,  and

     -    Promptly report violations of this Code of Ethics to senior
          management or, as applicable,  the board of directors of ALMI,
          and if, necessary, to outside  counsel,  as a last  resort
          should  earlier  attempts  to redress such violations fail.

     All principal executive and financial officers are expected to adhere
to this Code of Ethics at all times. The board of directors of ALMI shall
have the sole and absolute discretionary authority to approve any deviation
or waiver from this Code of Ethics. Any waiver (and the grounds for such
waiver) for a principal executive or financial officer of, or an amendment
to, this Code of Ethics shall be disclosed as required by applicable
Securities and Exchange Commission rules.

     ADOPTED by the board of directors on December 15, 2004.


Signed: /s/ Marqueta Martinez   Secretary
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