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

                                   FORM 10-QSB


                           COMMISSION FILE NO. 1-2714

 (Mark One)

(X)  Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 For the quarterly period ended June 30, 2000 or

( )  Transition Report Under Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the transition period from _________ to ________

                               ATLAS MINERALS INC.
                           --------------------------
                          (Formerly Atlas Corporation)
        (Exact name of small business issuer as specified in its charter)

           COLORADO                                               84-1533604
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I. R. S. Employer
 incorporation or organization)                              Identification No.)

                   2323 S. Troy St, Suite 5-210, Aurora, CO          80014
                    --------------------------------------         --------
                   (Address of principal executive offices)       (Zip Code)

                                  303-306-0823
                            -------------------------
                           (Issuer's telephone number)

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                Yes     No  X
                                   -----  -----

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

                                Yes  X  No
                                   -----  -----

As of April 15, 2001, 6,063,906 shares of Common Stock, par value $0.01 per
share, were issued and outstanding.

Transitional Small Business Disclosure Format (Check one):
                                Yes     No  X
                                   -----  -----

<PAGE>


                          Independent Auditors' Report



The Board of Directors and Stockholders
Atlas Minerals Inc.


We have reviewed the accompanying consolidated balance sheet of Atlas Minerals
Inc. and subsidiaries as of June 30, 2000 (Reorganized Company) and the related
consolidated statements of operations and cash flows for the three and six month
periods then ended (Reorganized Company). These consolidated financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
statements consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, on December 11,
1999, Atlas Minerals Inc. and two of its subsidiaries emerged from bankruptcy.
The consolidated financial statements of the Reorganized Company reflect the
impact of adjustments to reflect the fair value of assets and liabilities under
fresh start reporting. As a result, the consolidated financial statements of the
Reorganized Company are presented on a different basis than those of the
Predecessor Entity and, therefore, are not comparable in all respects.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1999, and the
related consolidated statements of operations, stockholders' equity and cash
flows (not presented herein) for the periods described in our report dated March
16, 2000, we expressed an unqualified opinion on those consolidated financial
statements, with a going concern emphasis paragraph. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
December 31, 1999, is fairly stated in all material respects, in relation to the
consolidated balance sheet from which it has been derived.


/s/ HORWATH GELFOND HOCHSTADT PANGBURN, P.C.
--------------------------------------------
HORWATH GELFOND HOCHSTADT PANGBURN, P.C.


Denver, Colorado
May 9, 2001

                                  Page 2 of 14

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<TABLE>
<CAPTION>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.
         --------------------
                                            Atlas Minerals Inc.
                                       (Formerly Atlas Corporation)
                                        Consolidated Balance Sheets
                                           (Reorganized Company)
                                              (in thousands)
                                                                                  June 30,   December 31,
                                                                                    2000        1999
---------------------------------------------------------------------------------------------------------
                                                                                (Unaudited)
ASSETS
  Current assets:
     <S>                                                                          <C>         <C>
      Cash and cash equivalents                                                   $     25    $    202
      Accounts receivable - trade                                                      930         583
      Accounts receivable - other                                                      173         183
      Assets held for sale                                                             425         735
      Inventories                                                                    1,054       1,036
      Prepaid expenses and other current assets                                        429         425
                                                                                  --------    --------
        Total current assets                                                         3,036       3,164
                                                                                  --------    --------
  Property, plant and equipment                                                      4,258       4,732
  Less: accumulated depreciation, depletion and amortization                          (411)        (54)
                                                                                  --------    --------
                                                                                     3,847       4,678
  Assets held for sale                                                               1,318       1,130
  Other assets                                                                       1,120       1,122
                                                                                  --------    --------
                                                                                  $  9,321    $ 10,094
                                                                                  ========    ========

LIABILITIES
  Current liabilities:
      Trade accounts payable                                                      $    724    $    549
      Accrued liabilities                                                              877         767
      Short-term debt                                                                4,087       3,849
      Estimated reorganization liabilities                                              86         304
                                                                                  --------    --------
        Total current liabilities                                                    5,774       5,469
                                                                                  --------    --------

  Estimated reorganization liabilities                                               1,242       1,029
  Other liabilities, long-term                                                         666         628
                                                                                  --------    --------
        Total long-term liabilities                                                  1,908       1,657
                                                                                  --------    --------
        Total liabilities                                                            7,682       7,126
                                                                                  --------    --------

Commitments and contingencies

STOCKHOLDERS' EQUITY
  Preferred stock, par $1 per share; authorized 1,000,000; no shares issued and
     outstanding                                                                      --          --
  Common stock to be issued (0 shares at June 30, 2000 and 5,154,000 shares at
     December 31, 1999)                                                               --         2,601
  Common stock, par value $0.01 per share; authorized 100,000,000; issued and
     outstanding, 6,063,906 at June 30, 2000 and 909,548 at December 31, 1999           61           9
  Capital in excess of par value                                                     2,999         450
  Deficit                                                                           (1,421)        (92)
                                                                                  --------    --------
        Total stockholders' equity                                                   1,639       2,968
                                                                                  --------    --------
                                                                                  $  9,321    $ 10,094
                                                                                  ========    ========


                              See notes to consolidated financial statements

                                               Page 3 of 14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                            Atlas Minerals Inc
                                       (Formerly Atlas Corporation)
                                   Consolidated Statements of Operations
                            (In Thousands, Except Per Share Data, Unaudited)


                                                      Three Months Ended            Six Months Ended
                                                           June 30,                     June 30,
                                                   -------------------------     ------------------------
                                                     2000           1999          2000           1999
                                                 (Reorganized   (Predecessor  (Reorganized   (Predecessor
                                                    Company)       Entity)       Company)       Entity)
---------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>            <C>            <C>
Mining revenue                                     $   851        $   942        $ 1,669        $ 1,702
Costs and expenses:
   Production costs                                    684          1,019          1,535          1,705
   Depreciation, depletion and amortization            177            277            355            562
   Impairment of mineral property                      683           --              683           --
   Shutdown and standby costs                         --               79           --              178
   General and administrative expenses                 110            190            239            441
   Geological and land holding costs                  --               27           --               50
                                                   -------        -------        -------        -------

     Gross operating loss                             (803)          (650)        (1,143)        (1,234)

Other (income) and expense:
   Interest expense                                    108             68            209            164
   Interest income                                    --              (43)            (2)          (103)
   Other                                               (15)            (5)           (21)           (37)
                                                   -------        -------        -------        -------
     Loss before reorganization items and
        income taxes                                  (896)          (670)        (1,329)        (1,258)

Reorganization items:
   Legal fees                                         --              (80)          --             (195)
   Other                                              --               (7)          --               (9)
                                                   -------        -------        -------        -------

     Loss before income taxes                         (896)          (757)        (1,329)        (1,462)

Provision for income taxes                            --             --             --             --
                                                   -------        -------        -------        -------

   Net loss                                        $  (896)       $  (757)       $(1,329)       $(1,462)
                                                   =======        =======        =======        =======

Basic and diluted loss per share of common stock   $ (0.15)       $ (0.82)       $ (0.22)       $ (1.59)
                                                   =======        =======        =======        =======

Weighted average number of common
   shares outstanding                                6,064            922          6,064            920
                                                   =======        =======        =======        =======

                             See notes to consolidated financial statements.

                                               Page 4 of 14

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                   Atlas Minerals Inc.
                              (Formerly Atlas Corporation)
                          Consolidated Statements of Cash Flows
                                (In Thousands, Unaudited)

                                                                  Six Months Ended
                                                                       June 30,
                                                             ---------------------------
                                                                 2000           1999
                                                             (Reorganized   (Predecessor
                                                               Company)        Entity)
----------------------------------------------------------------------------------------

Operating activities:
     <S>                                                       <C>            <C>
     Net loss                                                  $(1,329)       $(1,462)
     Add non-cash items:
        Depreciation, depletion and amortization                   356            562
        Impairment of mineral property                             683           --
     Net change in operating assets and liabilities (Note 4)       (77)           112
                                                               -------        -------
        Cash used in operating activities                         (367)          (788)
                                                               -------        -------

Investing activities:
     Additions to property, plant and equipment                   (166)          (344)
     Proceeds from sale of equipment                              --               70
     Additions to restricted cash                                 --             (250)
     Investment in assets held for sale                            (63)          --
     Proceeds from sale of assets held for sale                    186          2,643
                                                               -------        -------
        Cash provided by (used in) investing activities            (43)         2,119
                                                               -------        -------

Financing activities:
     Net borrowings (repayment) of short-term debt                 238           (285)
     Payments of estimated reorganization liabilities               (5)          --
                                                               -------        -------
        Cash provided by (used in) financing activities            233           (285)
                                                               -------        -------

Increase (decrease) in cash and cash equivalents                  (177)         1,046

Cash and cash equivalents:
     Beginning of period                                           202              4
                                                               -------        -------

     End of period                                             $    25        $ 1,050
                                                               =======        =======


                    See notes to consolidated financial statements.

                                      Page 5 of 14

</TABLE>

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The accompanying consolidated financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-QSB and Item
     310(b) of Regulation S-B. Accordingly, they do not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements. There has not been any change
     in the significant accounting policies of Atlas Minerals Inc. (the
     "Company") for the periods presented.

     In the opinion of Management, all adjustments (consisting of normal
     recurring accruals) considered necessary for a fair presentation have been
     included. The results for these interim periods are not necessarily
     indicative of results for the entire year. These statements should be read
     in conjunction with the consolidated financial statements and notes thereto
     included in the Company's Annual Report on Form 10-KSB for the fiscal year
     ended December 31, 1999.

2.   The accompanying consolidated financial statements include the accounts of
     Atlas Minerals Inc. ("Atlas") (formerly Atlas Corporation) and its
     wholly-owned subsidiary, Arisur Inc. ("Arisur") and its approximately 85%
     ownership of Atlas Precious Metals Inc. ("APMI"), which in turn owns
     approximately 63% of Atlas Gold Mining Inc. ("AGMI") (collectively the
     "Company" or "Reorganized Company"). Prior to December 11, 1999, the date
     of confirmation of its plan of reorganization (the "Reorganization Plan")
     under the U.S. Bankruptcy Code, APMI was wholly-owned by Atlas which in
     turn owned 100% of AGMI (the "Predecessor Entity"). References to the
     Predecessor Entity throughout the financial statements refer to Atlas and
     its subsidiaries to December 11, 1999 and references to the Reorganized
     Company refer to Atlas and its subsidiaries from and after December 12,
     1999. In connection with the reorganization, the Company completed a 1 for
     30 reverse stock split. All share and per share amounts in the accompanying
     consolidated financial statements have been restated to reflect the reverse
     split.

3.   The Company recorded the transactions related to the reorganization
     effective December 11, 1999, the confirmation date of the Reorganization
     Plan, in accordance with SOP 90-7, "Financial Reporting by Entities in
     Reorganization Under the Bankruptcy Code." The emergence from the Chapter
     11 proceeding resulted in the creation of a new reporting entity without
     any accumulated deficit and with the Company's assets restated to their
     estimated values. Adjustments to pre-petition liabilities were treated as
     an extraordinary item - gain from early extinguishment of debt, and
     adjustments to assets and liabilities in the revaluation of the Reorganized
     Company were recorded as fresh-start adjustments. Approximately 5,154,000
     shares of common stock have been issued in connection with the
     Reorganization Plan resulting in 6,064,000 shares outstanding. Shares not
     yet issued as of December 31, 1999 were recorded as "common stock to be
     issued" in the accompanying consolidated balance sheet as of December 31,
     1999.

     In determining the value of the Reorganized Company under fresh-start
     reporting, the Company utilized several valuation techniques, depending
     upon the nature of the asset being valued. Arisur was valued using a
     discounted cash flow model, representing the discounted value of projected
     cash flows over the remaining reserve life, adjusted for liabilities of
     Arisur and expected liquidation values at the end of the mine life. Other
     assets were valued based upon estimates of liquidation values from the most
     reliable source available including appraisals and professional estimates
     of value and recent or proposed transactions of a similar nature. Estimated
     reorganization liabilities, representing estimated payments to be made to

                                  Page 6 of 14

<PAGE>


     the creditors upon liquidation of the assets discussed above, were recorded
     at the calculated amount under the Reorganization Plan given the estimated
     realizable value of the underlying asset. Based upon the above analysis,
     the post-confirmation going concern value of the Reorganized Company was
     estimated to be $3.1 million.

     The Company's results of operations for the period subsequent to December
     11, 1999 have not been prepared on a basis of accounting consistent with
     its results of operations for periods prior to December 11, 1999 due to the
     implementation of fresh-start reporting. The reorganization adjustments
     primarily affect depreciation and amortization.

4.   The components of the net change in items other than cash related to
     operating activities as reflected in the Consolidated Statements of Cash
     Flows are as follows:

                                                      Six Months Ended June 30,
                                                      -------------------------
                                                         2000          1999
                                                     (Reorganized (Predecessor
           (thousands)                                 Company)      Entity)
     ---------------------------------------------------------------------------
        Add (deduct) items other than cash:
           Accounts receivable                          $(337)       $  (4)
           Inventories                                    (18)          13
           Prepaid expenses and other current assets       (4)        (162)
           Restricted cash                               --            190
           Other assets                                     1          (18)
           Trade accounts payable                         174         (165)
           Accrued liabilities                             93           13
           Other liabilities, long-term                    14          245
                                                        -----        -----
                                                        $ (77)       $ 112
                                                        =====        =====

     Net cash used for operating activities reflects cash payments for interest
     and income taxes as follows:

                                                 Six Months Ended June 30,
                                          -------------------------------------
                                          2000 (Reorganized   1999 (Predecessor
           (thousands)                        Company)             Entity)
     --------------------------------------------------------------------------
       Interest                              $      54            $      121
       Income taxes                                -                     -

     During the six months ended June 30, 2000, the Company issued 5,154,000
     shares to former creditors, management and employees of the Company in
     connection with the Reorganization Plan. These shares had been recorded in
     common stock to be issued at December 31, 1999 and were transferred to
     common stock and capital in excess of par value upon issuance.

5.   On May 9, 1999, Arisur defaulted on a payment of $478,000 due under its
     loan agreement with Corporacion Andina de Fomento ("CAF"). Subsequently CAF
     agreed to restructure the remaining balance of the debt under the condition
     that Arisur demonstrate that it had a minimum of four years of proven
     reserves at a production rate of 400 tonnes per day at Arisur's Andacaba
     mine. In April 2000, Latinamerican Investment Advisory Group ("LIAG"), an
     independent Latin American engineering firm retained by CAF, confirmed the
     required amount of reserves and recommended additional investment in the
     operation in order to assure a sustainable production rate of 400 tonnes

                                  Page 7 of 14

<PAGE>


     per day. Despite this report, the Company and CAF were unable to negotiate
     a restructuring of the loan. The Company investigated all feasible actions
     to continue the Arisur operations. These actions included investigating
     alternative sources of debt and equity financing in order to provide
     additional investment to Arisur, and consideration of possible
     restructuring of the Arisur operations. These actions continued into the
     first quarter of 2001 and ultimately proved unsuccessful due to weakness in
     mineral prices, continuing losses from Arisur's operations, and the
     inability to identify alternative sources of debt or equity financing at
     costs acceptable to management. During the first quarter of 2001, CAF began
     foreclosure proceedings against Arisur. At that time the Company decided to
     effectively abandon its investment in Arisur and concentrate its remaining
     resources on other opportunities. Accordingly, during the quarter ended
     June 30, 2000, the Company recorded an impairment charge of $683,000
     related to the Andacaba mine. The impairment charge was measured based on
     the amount by which the carrying value of the property exceeded its
     estimated fair value. Atlas Minerals, Inc. and its other subsidiaries have
     not guaranteed any liabilities of Arisur.

6.   In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     Accounting for Derivative Instruments and Hedging Activities. This
     statement, as amended, is effective for fiscal years beginning after June
     15, 2000. Currently, the Company does not have any derivative financial
     instruments and does not participate in hedging activities. Therefore,
     management believes that SFAS No. 133 will not have an impact on its
     financial position or results of operations.

     In December 1999, the staff of the Securities and Exchange Commission
     issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
     Financial Statements. SAB No. 101, as amended by SAB No. 101A and SAB No.
     101B, is effective no later than the fourth fiscal quarter of fiscal years
     beginning after December 15, 1999. SAB No. 101 provides the Staff's views
     in applying generally accepted accounting principles to selected revenue
     recognition issues. The Company believes that it complies with the
     accounting and disclosure described in SAB No. 101; therefore, management
     believes that SAB No. 101 will not impact the Company's financial
     statements.

     Item 2.   Management's Discussion and Analysis
               ------------------------------------

     "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
     LITIGATION REFORM ACT OF 1995.

     Statements which are not historical facts contained in this Form 10-QSB are
     forward looking statements that involve risks and uncertainties that could
     cause actual results to differ from projected results. Factors that could
     cause actual results to differ materially include, among others: general
     economic conditions, metal and mineral prices, political events in foreign
     countries, the risks associated with foreign operations generally, the
     timing of receipt of necessary governmental permits, climatic conditions,
     labor relations, availability and cost of material and equipment, the
     actual configuration of ore bodies, delays in anticipated start-up dates,
     environmental risks, the results of financing efforts and other risk
     factors detailed in the Company's Form 10-KSB and 8-K filed with the
     Securities and Exchange Commission.

     RECENT EVENTS

     In September 1998, the Predecessor Entity filed a petition for relief under
     Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy
     Court of the District of Colorado (the "Court"). On January 26, 1999, APMI

                                  Page 8 of 14

<PAGE>


     and AGMI also filed for relief under Chapter 11. The Company's other
     subsidiary, Arisur did not file for Chapter 11 protection. Under a plan of
     reorganization approved by the Court on December 11, 1999 (the
     "Reorganization Plan"), primarily all of Atlas', APMI, and AGMI's
     liabilities were discharged for consideration of stock in the Reorganized
     Company and contingent cash distributions to be made upon the
     sale/realization of certain assets of the Reorganized Company. Arisur's
     liabilities were not affected by the reorganization.

     As a result of the Reorganization Plan, the Predecessor Entity ceased to
     exist on December 11, 1999 and the Reorganized Company came into existence
     on the same date. The Company's results of operations for the period
     subsequent to December 11, 1999 have not been prepared on a basis of
     accounting consistent with its results of operations for periods prior to
     December 11, 1999 due to the implementation of fresh-start reporting upon
     Atlas' emergence from bankruptcy. The reorganization adjustments primarily
     affect depreciation and amortization. For purposes of the following
     discussion, there is no distinction made between the Predecessor Entity and
     the Reorganized Company since, with the exception of depreciation and
     amortization, the results of operations are comparable between periods.
     Accordingly, references to the "Company" in the discussion that follows
     will refer both to the Predecessor Entity and the Reorganized Company.

     On May 9, 1999, Arisur defaulted on a payment of $478,000 due under its
     loan agreement with Corporacion Andina de Fomento ("CAF"). Subsequently CAF
     agreed to restructure the remaining balance of the debt under the condition
     that Arisur demonstrate that it had a minimum of four years of proven
     reserves at a production rate of 400 tonnes per day at Arisur's Andacaba
     mine. In April 2000, Latinamerican Investment Advisory Group ("LIAG"), an
     independent Latin American engineering firm retained by CAF, confirmed the
     required amount of reserves and recommended additional investment in the
     operation in order to assure a sustainable production rate of 400 tonnes
     per day. Despite this report, the Company and CAF were unable to negotiate
     a restructuring of the loan. The Company investigated all feasible actions
     to continue the Arisur operations. These actions included investigating
     alternative sources of debt and equity financing in order to provide
     additional investment to Arisur, and consideration of possible
     restructuring of the Arisur operations. These actions continued into the
     first quarter of 2001 and ultimately proved unsuccessful due to weakness in
     mineral prices, continuing losses from Arisur's operations, and the
     inability to identify alternative sources of debt or equity financing at
     costs acceptable to management. During the first quarter of 2001, CAF began
     foreclosure proceedings against Arisur. At that time the Company decided to
     effectively abandon its investment in Arisur and concentrate its remaining
     resources on other opportunities. Accordingly, during the quarter ended
     June 30, 2000, the Company recorded an impairment charge of $683,000
     related to the Andacaba mine. Atlas Minerals, Inc. and its other
     subsidiaries have not guaranteed any liabilities of Arisur.

                                  Page 9 of 14

<PAGE>


     CAPITAL RESOURCE REQUIREMENTS

     Liquidity

     As of June 30, 2000, the working capital deficit was $2,738,000, compared
     to a working capital deficit of $2,306,000 as of December 31, 1999. The
     Company's current ratio at June 30, 2000 was .53 to 1, compared to .58 to 1
     at December 31, 1999. The decrease during the period was primarily a result
     of operating losses during the period and additional short-term borrowing
     from its metal supplier, Glencore Bolivia, LTDA.

     The independent auditors' report on the Company's 1999 consolidated
     financial statements included a "going concern" paragraph that describes
     substantial doubt about the Company's ability to continue as a going
     concern. As described under "Recent Events", the Company has effectively
     abandoned its investment in Arisur in the first quarter of 2001 and is
     continuing its efforts for the sale/realization of its North American
     assets. These assets include the salvaging of its Gold Bar mill, sale of
     the Grassy Mountain property and the pursuit of general liability insurance
     claims against various insurance carriers for costs incurred to reclaim the
     Moab uranium tailings pile. The Company believes that these activities
     should provide sufficient cash for the Company to continue operations
     through 2001.

     Results of operations

     During the six months ended June 30, 2000, the Company had mining revenue
     of $1,669,000 compared to $1,702,000 for the same period of 1999. The
     Company increased its mill throughput during this period from 60,467 tonnes
     in 1999 to 64,747 tonnes in 2000. This was accomplished by increasing the
     number of tonnes of old mill tailings. Though this has increased the total
     tonnes of concentrate produced, it has also contributed to a lowering of
     the average grade of the concentrate. The decrease in revenues during the
     six months ended June 30, 2000 can be attributed to a decrease in
     concentrate tonnes sold and the lower average grade per tonne during the
     period versus the same period in 1999. During the quarter ended June 30,
     2000 mining revenues were $851,000 compared to $942,000 for the same period
     in 1999. Mill throughput decreased during the quarter ended June 30, 2000.
     This decrease in tonnage, along with the lower grades discussed above were
     the reasons for the decrease in revenue during the period.

     Production costs were $1,535,000 for the six months ended June 30, 2000
     compared to $1,705,000 during the same period of 1999. For the quarter
     ended June 30, 2000, production costs were $684,000, compared to $1,019,000
     in the same period in 1999. Decreased management oversight costs and other
     production efficiencies in 2000 have been partially offset by a cost
     increase as a result of the lower grades discussed above.

     Shutdown and standby costs at Gold Bar were $79,000 and $178,000 for the
     three and six month periods ended June 30, 1999. These costs related to
     personnel, property taxes, insurance and other costs of the Company's Gold
     Bar property. The Company did not renew approximately 80% of the Gold Bar
     claim block in 1999 and it no longer intends to develop, operate or
     otherwise invest in the property as a continuing mining operation.
     Therefore, no shutdown and standby costs were incurred in 2000. In
     accordance with the Plan of Reorganization, continuing selling and holding
     costs of the property and equipment were deducted from the fresh-start
     value.

                                 Page 10 of 14

<PAGE>


     Geological and land holding costs for the three and six month periods ended
     June 30, 2000 were zero compared to $27,000 and $50,000 for the comparable
     periods in 1999. All geological costs have been eliminated in 2000 and land
     holding costs have been eliminated or assumed by other mineral companies in
     connection with the joint venture/sale of the respective properties.

     General and administrative expenses for the six months ended June 30, 2000
     were $239,000 compared to $441,000 for the comparable period in 1999,
     reflecting the Company's continuing efforts to reduce such expenses.
     Personnel costs decreased during the period to $118,000 from $162,000 in
     the same period of 1999. This was a result of a reduction in personnel at
     the Company's headquarters in Aurora, Colorado from a total of six during
     the six months ended June 30, 1999 to three at June 30, 2000. Insurance
     costs also were reduced from $79,000 in 1999 to $31,000 in 2000 as the
     Company has reduced/eliminated unnecessary insurance coverage in 2000. This
     decrease was also affected by an insurance credit received in 2000. Legal
     fees were reduced from $38,000 in 1999 to $14,000 in 2000, as certain legal
     disputes were resolved during 1999. Accounting and auditing fees have also
     been reduced from $24,000 in 1999 to $12,000 in 2000. Other reductions
     included rent expense from $52,000 to $16,000 as a result of a move to
     smaller offices, and shareholder expenses were reduced by $30,000 as a
     result of the reduction in the number of shareholders in connection with
     the Company's reorganization. These reductions were offset by an increase
     in directors' fees and expenses of $17,000, as the Board met on four
     occasions during the first half of 2000 in connection with the Company's
     emergence from Chapter 11. For the quarter ended June 30, 2000, general and
     administrative expenses were $110,000 compared to $190,000 for the quarter
     ended June 30, 1999. The reduction for the period was a result of reduced
     personnel costs, insurance, rents, accounting fees and shareholder expenses
     for the same reasons described above.

     Interest expense incurred during the three and six-month periods ended June
     30, 2000 were $108,000 and $209,000 respectively, compared to $68,000 and
     $164,000 for the three and six-month periods ended June 30, 1999. The
     increase is a result of higher loan balances outstanding in 2000 at the
     Company's Arisur subsidiary and also due to higher interest rates in 2000
     than in 1999.

     As described above under "Recent Events", the Company recorded an
     impairment of mineral property of $683,000 in the three and six months
     ended June 30, 2000 related to its Andacaba mine in Bolivia, South America.

     During the periods ended June 30, 2000 and 1999, the Company incurred
     $166,000 and $344,000 respectively, in capital expenditures, substantially
     all of which related to normal mine development costs at the Andacaba mine
     in Bolivia.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     Accounting for Derivative Instruments and Hedging Activities. This
     statement, as amended, is effective for fiscal years beginning after June
     15, 2000. Currently, the Company does not have any derivative financial
     instruments and does not participate in hedging activities. Therefore,
     management believes that SFAS No. 133 will not have an impact on its
     financial position or results of operations.

                                 Page 11 of 14

<PAGE>


     In December 1999, the staff of the Securities and Exchange Commission
     issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
     Financial Statements. SAB No. 101, as amended by SAB No. 101A and SAB No.
     101B, is effective no later than the fourth fiscal quarter of fiscal years
     beginning after December 15, 1999. SAB No. 101 provides the Staff's views
     in applying generally accepted accounting principles to selected revenue
     recognition issues. The Company believes that it complies with the
     accounting and disclosure described in SAB No. 101; therefore, management
     believes that SAB No. 101 will not impact the Company's financial
     statements.

                                 Page 12 of 14

<PAGE>


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings
        -----------------

        None

Item 2. Changes in Securities
        ---------------------

        None

Item 3. Defaults upon Senior Securities
        -------------------------------

        None

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

        None

Item 5. Other Information
        -----------------

        None

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------

        a.    Exhibits

              None

        b.    Reports on Form 8-K

              None


                                 Page 13 of 14

<PAGE>


                                   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 thereunto duly authorized.


                                            ATLAS MINERALS INC.
                                            -------------------
                                            (Registrant)


                                            By:  /s/  James R. Jensen
                                               -------------------------------
                                                      James R. Jensen
                                                      Chief Financial Officer


Date:    May  11, 2001                            /s/  James R. Jensen
                                               -------------------------------
                                                      James R. Jensen
                                                      Chief Financial Officer
                                                      (Principal Financial
                                                      Officer & Chief Accounting
                                                      Officer)



                                 Page 14 of 14