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 September 30, 2001 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.)

10920 West Alameda Ave., Suite 205, Lakewood, Colorado             80226
-------------------------------------------------------          ----------
       (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  X    No
                                     -----    -----

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 November 8, 2001,  6,063,858  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 1 of 14
<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 September  30, 2001 and the related  consolidated
statements  of  operations  for the  three-month  and  nine-month  periods ended
September  30,  2001 and 2000 and cash flows for the  nine-month  periods  ended
September 30, 2001 and 2000.  These  consolidated  financial  statements are the
responsibility of the Company's management.

We  conducted  our  reviews 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 reviews, 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.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet as of December 31,  2000,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows (not presented  herein) for the periods  described in our report dated May
9, 2001, we expressed an  unqualified  opinion on those  consolidated  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
consolidated  balance  sheet as of December  31, 2000,  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
November 8, 2001


                                  Page 2 of 14
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.
         --------------------
<TABLE>
<CAPTION>

                                                  Atlas Minerals Inc.
                                             (Formerly Atlas Corporation)
                                              Consolidated Balance Sheets
                                                    (in Thousands)

                                                                                          September 30,      December 31,
                                                                                             2001                2000
---------------------------------------------------------------------------------------------------------------------------
                                                                                          (Unaudited)
<S>                                                                                     <C>                 <C>
ASSETS
  Current assets:
      Cash and cash equivalents                                                         $          70       $         119
      Accounts receivable - trade                                                                   -               1,310
      Accounts receivable - other                                                                   3                 328
      Assets held for sale                                                                        300                 300
      Inventories                                                                                   -                 870
      Prepaid expenses and other current assets                                                   663                 661
                                                                                        ----------------    ----------------
        Total current assets                                                                    1,036               3,588
                                                                                        ----------------    ----------------
  Property, plant and equipment                                                                     5               4,348
  Less: accumulated depreciation, depletion and amortization                                       (4)               (744)
                                                                                        ----------------    ----------------
                                                                                                    1               3,604
  Assets held for sale                                                                          1,268               1,260
  Other assets                                                                                    376                 782
                                                                                        ----------------    ----------------
                                                                                        $       2,681       $       9,234
                                                                                        ================    ================

LIABILITIES
  Current liabilities:
      Trade accounts payable                                                            $         134       $         761
      Accrued liabilities                                                                          42               1,021
      Short-term debt                                                                               -               4,226
      Estimated reorganization liabilities                                                        182                 189
                                                                                        ----------------    ----------------
        Total current liabilities                                                                 358               6,197
                                                                                        ----------------    ----------------

  Estimated reorganization liabilities                                                          1,082               1,125
  Other liabilities, long-term                                                                    146                 588
                                                                                        ----------------    ----------------
        Total long-term liabilities                                                             1,228               1,713
                                                                                        ----------------    ----------------
        Total liabilities                                                                       1,586               7,910
                                                                                        ----------------    ----------------
Commitments and contingencies

STOCKHOLDERS' EQUITY
  Preferred stock, par $1 per share; authorized 1,000,000; no shares issued and
     outstanding                                                                                    -                   -
  Common stock, par value $0.01 per share; authorized 100,000,000; issued and
     outstanding  6,064,000 at September  30, 2001 and  December 31, 2000                          61                  61
  Capital in excess of par value                                                                2,999               2,999
  Deficit                                                                                      (1,965)             (1,736)
                                                                                        ----------------    ----------------
        Total stockholders' equity                                                              1,095               1,324
                                                                                        ----------------    ----------------
                                                                                        $       2,681       $       9,234
                                                                                        ================    ================
</TABLE>

See notes to consolidated financial statements.


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


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


                                                             Three Months Ended                      Nine Months Ended
                                                                September 30,                          September 30,
                                                      ----------------------------------     ----------------------------------
                                                           2001               2000                2001               2000
                                                      ----------------    --------------     ---------------    ---------------
<S>                                                   <C>                 <C>                <C>                <C>    <C>
Mining revenue                                        $          -        $        707       $          -       $      2,376
Costs and expenses:
   Production costs                                              -                 697                  -              2,232
   Depreciation, depletion and amortization                      -                 178                  -                533
   Impairment of mineral property                                -                   -                  -                683
   General and administrative expenses                         125                  66                234                305
                                                      ----------------    --------------     ---------------    ---------------

     Gross operating loss                                     (125)               (234)              (234)            (1,377)

Other (income) and expense:
   Interest expense                                              -                 114                  1                323
   Interest income                                               -                   -                 (5)                (2)
   Other                                                         -                (333)                (1)              (354)
                                                      ----------------    --------------     ---------------    ---------------

     Loss before income taxes                                 (125)                (15)              (229)            (1,344)

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

   Net loss                                           $       (125)       $        (15)      $       (229)      $     (1,344)
                                                      ================    ==============     ===============    ===============

Basic and diluted loss per share of common stock      $      (0.02)       $      (0.00)      $      (0.04)      $      (0.22)
                                                      ================    ==============     ===============    ===============

Weighted average number of common
   shares outstanding                                        6,064               6,064              6,064              6,064
                                                      ================    ==============     ===============    ===============
</TABLE>

See notes to consolidated financial statements.


                                                  Page 4 of 14
<PAGE>
<TABLE>
<CAPTION>


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

                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                            --------------------------------------------
                                                                                   2001                      2000
                                                                            -------------------        -----------------
<S>                                                                         <C>                        <C>
Operating activities:
     Net loss                                                               $           (229)          $         (1,344)
     Add (deduct) non-cash items:
        Depreciation, depletion and amortization                                           2                        534
        Impairment of mineral property                                                     -                        683
     Net change in non-cash items
       related to operations (Note 3)                                                   (148)                      (572)
                                                                            -------------------        -----------------
        Cash used in operating activities                                               (375)                      (699)
                                                                            -------------------        -----------------

Investing activities:
     Additions to property, plant and equipment                                            -                       (240)
     Reduction in cash resulting from abandonment of Arisur                               (6)                         -
     Investment in assets held for sale and other assets                                (102)                      (142)
     Proceeds from sale of assets held for sale and other assets                         484                        456
                                                                            -------------------        -----------------
        Cash provided by investing activities                                            376                         74
                                                                            -------------------        -----------------

Financing activities:
     Net borrowings of short-term debt                                                     -                        552
     Payments of estimated reorganization liabilities                                    (50)                        (5)
                                                                            -------------------        -----------------
        Cash provided by (used in) financing activities                                  (50)                       547
                                                                            -------------------        -----------------

Decrease in cash and cash equivalents                                                    (49)                       (78)

Cash and cash equivalents:
     Beginning of period                                                                 119                        202
                                                                            -------------------        -----------------

     End of period                                                          $             70           $            124
                                                                            ===================        =================

</TABLE>

See notes to consolidated financial statements.


                                                   Page 5 of 14
<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, 2000.

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").

3.   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:
<TABLE>
<CAPTION>

                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                         ------------------------------------------
           (in thousands)                                                      2001                    2000
     --------------------------------------------------------------------------------------------------------------
     <S>                                                                 <C>                    <C>
     Add (deduct) items other than cash:
           Accounts receivable                                           $            (3)       $          (699)
           Inventories                                                                 -                    (63)
           Prepaid expenses and other current assets                                 (12)                     1
           Other assets                                                                -                      -
           Trade accounts payable                                                    (94)                   204
           Accrued liabilities                                                       (28)                    49
           Other liabilities, long-term                                              (11)                   (64)
                                                                         ------------------     -------------------
                                                                         $          (148)       $          (572)
                                                                         ==================     ===================
</TABLE>
<TABLE>
<CAPTION>

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

                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                         ------------------------------------------
           (in thousands)                                                      2001                    2000
     --------------------------------------------------------------------------------------------------------------
     <S>                                                                 <C>                    <C>
     Interest                                                            $             1        $           111
     Income taxes                                                                      -                      -
</TABLE>

     During  the nine  month  period  ended  September  30,  2001,  the  Company
abandoned its investment in Arisur (Note 4).


                                  Page 6 of 14
<PAGE>


     Assets abandoned:                                               (thousands)
           Current assets, net of cash and cash equivalents           $  2,517
           Property plant and equipment, net                             3,601
           Long-lived assets                                                17
                                                                      --------
                                                                         6,135
                                                                      --------

     Liabilities abandoned:
           Current liabilities                                           5,710
           Long-term liabilities                                           431
                                                                      --------
                                                                         6,141
                                                                      --------

           Cash and cash equivalents abandoned                        $      6
                                                                      ========

4.   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 and the Company's  participation in
     Arisur's  operation was terminated.  Therefore the investment in Arisur was
     effectively  abandoned  as of January 1, 2001.  The  Company has decided to
     concentrate its remaining resources on other opportunities. During the year
     ended  December  31, 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.  All assets,  liabilities,
     revenues and expenses of Arisur have been  eliminated  from the accounts of
     the Company effective January 1, 2001.

5.   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.


                                  Page 7 of 14
<PAGE>


     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.

     In July 2001, The Financial  Accounting  Standards Board (FASB) issued SFAS
     No.  141,  Business  Combinations,  and SFAS No.  142,  Goodwill  and Other
     Intangible  Assets.  SFAS No.  141  requires  that the  purchase  method of
     accounting be used for all business  combinations  initiated after June 30,
     2001. Use of the pooling-of-interests  method will be prohibited after that
     date.  SFAS No. 142 changes the  accounting  for  goodwill  and  intangible
     assets  with   indefinite   lives  from  an   amortization   method  to  an
     impairment-only  approach and requires  intangible assets with finite lives
     to be amortized over their useful lives. Thus, amortization of goodwill and
     intangible  assets with  indefinite  lives will cease upon  adoption of the
     statement. SFAS No. 142 is required to be applied to fiscal years beginning
     after  December 15, 2001.  The Company does not expect that the adoption of
     SFAS No.  141 will have a  significant  immediate  impact on the  financial
     condition or results of  operations  as the Company has no current  planned
     business  combinations.  The Company is currently  assessing the impact, if
     any,  that SFAS No. 142 may have on its  financial  condition or results of
     operation.

     In August 2001, the FASB issued SFAS No. 144,  Accounting for Impairment or
     Disposal of Long-Lived  Assets,  which  addresses  accounting and financial
     reporting  for the  impairment  or  disposal  of  long-lived  assets.  This
     statement is effective for fiscal years  beginning after December 15, 2001.
     The Company is currently  assessing  the impact,  if any, that SFAS No. 144
     may have on its financial condition and results of operations.

6.   Atlas was in an  adversary  proceeding  against TRW,  Inc.  ("TRW") and the
     United States  Environmental  Protection  Agency (the "EPA") pending before
     the  Bankruptcy  Court,  District of  Colorado.  This action was brought by
     Atlas  seeking a  declaratory  judgment  that  Atlas'  obligations  under a
     Consent  Decree  between  Atlas,  TRW and the EPA (the  "Decree") have been
     discharged  under  its  confirmed  Reorganization  Plan.  TRW  and  the EPA
     asserted  that  obligations  under the Decree are not  dischargeable  under
     Federal bankruptcy laws.

     On October 4, 2000,  Atlas and the EPA entered into a settlement  agreement
     whereby the EPA concurred with Atlas that all  obligations to reimburse the
     EPA for response and oversight costs at the Coalinga mine-site ("Coalinga")
     under the  Decree  are  discharged.  The  parties  also  agreed  that Atlas
     "remains obligated to perform any further  "injunctive relief" which may be
     required  under  the  Decree."  Injunctive  relief  constitutes   clean-up,
     maintenance or operation  activities at the Coalinga  mine-site should they
     become necessary in the future,  but does not include ongoing oversight and
     response costs as defined in the Decree.  The Company  considers the chance
     of future "injunctive relief" costs to be remote.

    On February 5, 2001, the Court granted a partial summary judgement, in favor
    of Atlas,  that  $411,000 of the $534,000  claimed by TRW was  discharged by
    Atlas'  confirmed  Plan of  Reorganization.  The  claim  for  the  remaining
    $123,000,   which   represents   TRW's  estimate  of  future  response  cost
    obligations  under the  Decree,  was still  pending  before the Court  until
    October, 2001. In October the Bankruptcy Court approved a settlement between
    the Company and TRW Inc under which the Company agreed to repurchase 146,415
    shares of common stock owned by TRW Inc. for $30,000  payable in three equal
    installments.  The first installment was paid to TRW Inc. in October,  2001.
    The second installment will be due in December,  2001 with the final payment
    due March, 2002.

                                  Page 8 of 14
<PAGE>


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 for the
year ended December 31, 2000 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 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.

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  and the  Company's  participation  in  Arisur's  operation  was
terminated.  Therefore the investment in Arisur was effectively  abandoned as of
January 1, 2001. The Company has decided to concentrate its remaining  resources
on other  opportunities.  During the year ended  December 31, 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>



At the Company's annual shareholder  meeting held on September 7, 2001, four new
directors  and one  incumbent  director  were elected to the Board.  The current
Board members are David  Groshoff,  Robert Miller,  H. R. (Roy) Shipes,  Gary E.
Davis,  and Douglas Cook.  Messrs.  Groshoff and Miller are affiliated  with the
Company's two largest  shareholders,  Pension Benefit  Guaranty  Corporation and
Lindner Asset Allocation Fund,  respectively.  Mr. Shipes is the Company's third
largest shareholder. Mr. Davis is a former President and Director of the Company
(1995-1996).  Mr. Cook was Chairman of the Company from 1996 to 1998 and was the
only  existing  Board member to be  re-elected.  Subsequent  to the  shareholder
meeting,  the Board  elected  Gary E.  Davis as  Chairman,  Principal  Financial
Officer and Corporate Secretary and Roy Shipes as Chief Executive Officer.

CAPITAL RESOURCE REQUIREMENTS

LIQUIDITY

As of September 30, 2001, the Company's  working capital was $678,000,  compared
to a deficit of $2,609,000 as of December 31, 2000. The Company's  current ratio
at September  30, 2001 was 2.89 to 1, compared to .58 to 1 at December 31, 2000.
The deficit  position at December 31, 2000 was a result of the  inclusion of the
Arisur  balance sheet  figures,  which have been  eliminated at June 30, 2001 as
described  above under  "Recent  Events."  Without the Arisur  figures,  working
capital  would have been  $578,000 with a current ratio of 2.19 to 1 at December
31,  2000.  The  increase  was  primarily  a result of the  receipt  of  several
insurance  settlements netting to $390,000 during the period ended September 30,
2001.  This amount was offset by operating  costs of $232,000,  expenses for the
sale of assets  held for sale of $8,000 and the  reclassification  of  estimated
reorganization   liabilities  from  long-term  to  short-term  of  approximately
$43,000.

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

The Company had mining revenue of $0 for the both the three-month and nine-month
periods  ended   September  30,  2001  compared  to  $707,000  and   $2,376,000,
respectively  in  the  same  periods  of  2000.  The  reduction  was  due to the
abandonment of the Arisur operation as described above.

Production  costs were also $0 in 2001 compared to $697,000 and  $2,232,000  for
the three-month and nine-month periods ended September 30, 2000, also due to the
abandonment of the Arisur operation as described above.

General and administrative expenses for the nine months ended September 30, 2001
were $234,000 compared to $305,000 for the comparable  period in 2000.  Salaries
and benefits  expenses  decreased  during the period to $56,000 from $151,000 in
the same period of 2000 as a result of a reduction in personnel at the Company's

                                  Page 10 of 14
<PAGE>


headquarters in Aurora, Colorado from three employees to one for the majority of
the period. Insurance costs also were reduced from $45,000 in 2000 to $18,000 in
2001 as the Company  reduced/eliminated  unnecessary  insurance coverage in late
2000.  Rent expense also declined from $23,000 to $5,000 as a result of the move
to smaller  offices.  Other cost areas reduced  include travel costs and general
office costs.  These lower costs were partially  offset by increased  legal fees
from $18,000 in 2000 to $74,000 in 2001.  The  increased  legal fees were due to
the costs  associated with  compliance with SEC  requirements in connection with
the  shareholders  meeting held  September 7, 2001 at which new  management  was
elected.   Another   increase  in  general  and   administrative   expenses  was
attributable  to the recording of $10,000 of costs  associated with the October,
2001  settlement  with TRW, Inc. For the three months ended  September 30, 2001,
general  and  administrative  costs  were  $125,000  compared  to $66,000 in the
previous  year.  The increase was primarily due to a increase in legal fees from
$4,000  during  2000 to $57,000  during  2001 due to the costs  associated  with
compliance with SEC  requirements in connection  with the  shareholders  meeting
held  September 7, 2001 at which new  management  was elected.  Other  increased
expenses  includes the $10,000  related to the TRW,  Inc.  settlement  discussed
above.  These increased  expenses were partially  offset by a decrease in salary
and benefit  costs of from  $25,000 to $15,000 for the same reason as  described
above. Insurance also was reduced by $8,000 during the quarter and rent costs by
$5,000.

Interest  expense  incurred during the three-month and nine-month  periods ended
September  30, 2001 was $0 and  $1,000,  respectively  compared to $114,000  and
$323,000 for the respective  periods in 2000.  All interest  bearing debt of the
Company  was held by  Arisur  and has been  written  off as a result of the mine
closure discussed above under "Recent Events."

During the nine months ended  September 30, 2001 and 2000, the Company  incurred
$0 and $240,000 in capital  expenditures,  substantially all of which related to
normal mine development costs at the operation in Bolivia.


                                  Page 11 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
         ---------------------------------------------------

An annual meeting of  shareholders of the Company was held on September 7, 2001.
At the annual meeting, the shareholders elected four new directors and one prior
director.  The newly elected  directors  were Gary E. Davis,  David A. Groshoff,
Robert  Miller and H.R.  (Roy)  Shipes.  Douglas R. Cook was  re-elected  to the
Board.

The following  table sets forth the slate of directors  voted upon at the annual
meeting of shareholders  and the number of votes cast for, against and abstained
with respect to each director nominee:

   Name of Nominee           Votes For         Votes Against         Abstentions
   ---------------           ---------         -------------         -----------

Guillermo A. Blacker           199,725               0                    0
Richard E. Blubaugh            199,725               0                    0
David J. Carroll               199,725               0                    0
C. Thomas Ogryzlo              199,725               0                    0
Dr. Henry J. Sandri            199,725               0                    0
Douglas R. Cook              3,047,527               0                    0
Gary E. Davis                3,047,527               0                    0
David A. Groshoff            3,047,527               0                    0
Robert Miller                3,047,527               0                    0
H. R. (Roy) Shipes           3,047,527               0                    0


For  additional  information,  please see the Company's  definitive  Information
Statement  pursuant to Section 14(c) of the  Securities and Exchange Act of 1934
filed with the Securities  and Exchange  Commission on August 16, 2001 and which
is incorporated  herein by this reference and filed as Exhibit 20.1 to this Form
10-QSB.


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

         None


                                  Page 12 of 14
<PAGE>


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

         a.   Exhibits

              20.1  Definitive Information Statemement pursuant to Section 14(c)
                    of the  Securities and Exchange Act of 1934  (filed with the
                    Securities and Exchange Commission on August 16, 2001)

         b.   Reports on Form 8-K

              Form 8-K dated  September 17, 2001 filed  with the  Securities and
              Exchange  Commission  on September 20, 2001 pursuant to which the
              Company's  filed  its press release  announcing  the election of a
              new Board of Directors.




                                  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/ Gerald E. Davis
                                         -------------------------------
                                         Gerald E. Davis
                                         Principal Financial Officer and
                                            Corporate Secretary


Date:    November 12, 2001               /s/ Gerald E. Davis
                                         -------------------------------
                                         Gerald E. Davis
                                         Principal Financial Officer and
                                           Corporate Secretary



                                  Page 14 of 14