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, 2002 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.
                               -------------------
        (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 W. Alameda Ave., Suite 205, Lakewood, CO 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 July 30, 2002, 5,915,103 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 16
<PAGE>



                         INDEPENDENT ACCOUNTANTS' 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,  2002  and  the  related  consolidated
statements of operations for the  three-month  and six-month  periods ended June
30, 2002 and 2001 and cash flows for the  six-month  periods ended June 30, 2002
and 2001. 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 auditing  standards  generally  accepted in the United States of
America,  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 accounting principles generally accepted in the United States of
America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated  balance sheet as of
December  31,  2001,  and the related  consolidated  statements  of  operations,
stockholders'  equity and cash flows (not  presented  herein)  for the year then
ended;  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, 2001,  is fairly  stated in all
material respects,  in relation to the consolidated  balance sheet from which it
has been derived.


HORWATH GELFOND HOCHSTADT PANGBURN, P.C.


Denver, Colorado
July 30, 2002




                                  Page 2 of 16
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.
         --------------------

<TABLE>
<CAPTION>
                                        Atlas Minerals Inc.
                                    Consolidated Balance Sheets
                                           (in Thousands)

                                                                              June 30,    December 31,
                                                                                2002         2001
------------------------------------------------------------------------------------------------------
                                                                            (Unaudited)
<S>                                                                           <C>          <C>
ASSETS
  Current assets:
      Cash and cash equivalents                                                 $   931    $   417
      Assets held for sale                                                          250        250
      CGL claims receivable
                                                                                     --      1,549
      Prepaid expenses and other current assets                                      52         26
                                                                                -------    -------
        Total current assets                                                      1,233      2,242
                                                                                -------    -------
  Property, plant and equipment                                                     134          5
  Less: accumulated depreciation, depletion and amortization                         (5)        (4)
                                                                                -------    -------
                                                                                    129          1
  Assets held for sale                                                            1,183      1,192
  Other assets                                                                        5          5
                                                                                -------    -------
                                                                                $ 2,550    $ 3,440
                                                                                =======    =======

LIABILITIES
  Current liabilities:
      Trade accounts payable                                                    $    47    $   139
      Accrued liabilities                                                            20         70
      Estimated reorganization liabilities                                           55        647
                                                                                -------    -------
        Total current liabilities                                                   122        856
                                                                                -------    -------

  Estimated reorganization liabilities                                              962        962
  Other liabilities, long-term                                                      135        142
                                                                                -------    -------
        Total long-term liabilities                                               1,097      1,104
                                                                                -------    -------
        Total liabilities                                                         1,219      1,960
                                                                                -------    -------

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, 6,062,000 at June 30, 2002 and December 31, 2001                   61         61
  Capital in excess of par value                                                  2,999      2,999
  Deficit                                                                        (1,729)    (1,580)
                                                                                -------    -------
        Total stockholders' equity                                                1,331      1,480
                                                                                -------    -------
                                                                                $ 2,550    $ 3,440
                                                                                =======    =======
See notes to consolidated financial statements
</TABLE>


                                            Page 3 of 16
<PAGE>
<TABLE>
<CAPTION>


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


                                                      Three Months Ended         Six Months Ended
                                                           June 30,                  June 30,
                                                     --------------------      --------------------
                                                       2002         2001         2002        2001
                                                     -------      -------      -------      -------
<S>                                                  <C>          <C>          <C>          <C>
Costs and expenses:
   General and administrative expenses                   133           59          220          109
                                                     -------      -------      -------      -------

     Operating loss                                     (133)         (59)        (220)        (109)

Other (income) and expense:
   Interest expense                                       --            1           --            1
   Interest income                                        (4)          (2)          (5)          (5)
   Gain on settlement of CGL claims                      (66)          --          (66)          --
   Other                                                  --           (1)          --           (1)
                                                     -------      -------      -------      -------
       Total other income                                (70)          (2)         (71)          (5)

     Loss before income taxes                            (63)         (57)        (149)        (104)

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

   Net loss                                          $   (63)     $   (57)     $  (149)     $  (104)
                                                     =======      =======      =======      =======

Basic and diluted loss per share of common stock     $ (0.01)     $ (0.01)     $ (0.02)     $ (0.02)
                                                     =======      =======      =======      =======

Weighted average number of common
   shares outstanding                                  6,062        6,064        6,062        6,064
                                                     =======      =======      =======      =======

See notes to consolidated financial statements.

</TABLE>





                                            Page 4 of 16


<PAGE>
<TABLE>
<CAPTION>


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


                                                                  Six Months Ended
                                                                      June 30,
                                                                --------------------
                                                                  2002         2001
                                                                -------      -------
<S>                                                             <C>          <C>
Operating activities:
     Net loss                                                   $  (149)     $  (104)
     Add (deduct) non-cash items:
        Gain on settlement of CGL claims                            (66)
        Depreciation, depletion and amortization                      1
     Net change in non-cash items
        Related to operations (Note 3)                             (175)        (198)
                                                                -------      -------
        Cash used in operating activities                          (389)        (301)
                                                                -------      -------

Investing activities:
     Additions to property, plant and equipment                    (129)          --
     Reduction in cash resulting from abandonment of Arisur          --           (6)
     Investment in CGL claims receivable                            (24)        (249)
     Investment in assets held for sale                             (72)         (50)
     Proceeds from settlement of CGL receivable                   1,639          675
     Proceeds from sale of assets held for sale                      81           28
                                                                -------      -------
        Cash provided by investing activities                     1,495          398
                                                                -------      -------

Financing activities:
     Payment of estimated reorganization liabilities               (592)         (50)
                                                                -------      -------
        Cash used in financing activities                          (592)         (50)
                                                                -------      -------

Increase in cash and cash equivalents                               514           47

Cash and cash equivalents:
     Beginning of period                                            417          119
                                                                -------      -------

     End of period                                              $   931      $   166
                                                                =======      =======



See notes to consolidated financial statements.
</TABLE>



                                     Page 5 of 16
<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, 2001.

2.   The accompanying  consolidated financial statements include the accounts of
     Atlas Minerals Inc.  ("Atlas") 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"). In July 2002,
     the Company formed White Cliffs Mining, Inc., a wholly-owned  subsidiary in
     which the White Cliffs property will be held (Note 4).

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:


                                                           Six Months Ended
                                                               June 30,
                                                      --------------------------
                                                          2002           2001
     ------------------------------------------------ ------------  ------------
                                                            (in thousands)
     Add (deduct) items other than cash:
           Prepaid expenses and other current assets  $      (26)   $       (9)
           Trade accounts payable                            (92)         (148)
           Accrued liabilities                               (50)          (34)
           Other liabilities, long-term                       (7)           (7)
                                                      ------------  ------------
                                                      $     (175)   $     (198)
                                                      ============  ============


     During  the  quarter  ended  March 31,  2001,  the  Company  abandoned  its
     investment in Arisur.

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




                                  Page 6 of 16
<PAGE>

4.   In June 2002,  the Company  purchased the White Cliffs  Diatomite  Mine and
     processing  facilities  located  approximately  30 miles  north of  Tucson,
     Arizona ("White Cliffs") for $50,000. The property,  which has been dormant
     for several  years,  consists of  approximately  3,200 acres of  unpatented
     placer claims, a fully permitted mine and a processing plant with a nominal
     annual capacity of at least 50,000 tons of finished  product.  The property
     was purchased  from  Arimetco,  Inc.,  of which the Company's  Chairman and
     Chief Executive Officer,  is President.  Through June 30, 2002, the Company
     also  purchased  approximately  $75,000 of operating  equipment in order to
     place the White Cliffs property into commercial operation.



                                  Page 7 of 16
<PAGE>


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

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

     This Form 10-QSB contains forward-looking  statements within the meaning of
     Section 27A of the Securities Act of 1933 and Section 21E of the Securities
     Exchange Act of 1934.  Atlas Minerals Inc. is referred to herein as "we" or
     "our".  The words or phrases "would be," "will allow,"  "intends to," "will
     likely  result,"  "are  expected to," "will  continue,"  "is  anticipated,"
     "estimate,"  "project,"  or similar  expressions  are  intended to identify
     "forward-looking  statements"  within the meaning of the Private Securities
     Litigation  Reform Act of 1995. Actual results could differ materially from
     those projected in the  forward-looking  statements as a result of a number
     of risks and  uncertainties.  Statements  made herein are as of the date of
     the filing of this Form 10-QSB with the Securities and Exchange  Commission
     and  should not be relied  upon as of any  subsequent  date.  Except as may
     otherwise  be  required  by  applicable  law,  we  do  not  undertake,  and
     specifically   disclaim,  any  obligation  to  update  any  forward-looking
     statements   contained   in  this  Form  10-QSB  to  reflect   occurrences,
     developments,  unanticipated events or circumstances after the date of such
     statement.

     RECENT EVENTS

     On September  22, 1998,  Atlas filed a petition for relief under Chapter 11
     of the federal  bankruptcy laws in the United States  Bankruptcy  Court for
     the  District of Colorado.  On January 26,  1999,  APMI and AGMI also filed
     petitions for relief under Chapter 11. On December 11, 1999, the Bankruptcy
     Court  approved  the  Reorganization  Plan of  Atlas,  APMI and  AGMI  (the
     "Reorganized Company").  Having consummated the Reorganization Plan, Atlas,
     APMI and AGMI emerged from  Chapter 11 on January 10, 2000.  Final  decrees
     were issued by the Bankruptcy  Court  officially  closing the APMI and AGMI
     cases on November 8, 2000 and the Atlas case effective December 31, 2001.

     As a result of the  bankruptcy  proceedings,  the majority of any remaining
     claims against the Company are unsecured  claims (the  "Creditors").  Under
     the Reorganization  Plan, these Creditors received stock representing 67.5%
     of the  Reorganized  Company.  In addition,  the  Creditors  will receive a
     percentage distribution upon receipt of proceeds from certain assets of the
     Reorganized  Company.  These assets include: 1) proceeds from the salvaging
     of the  Company's  Gold Bar mill facility and related  assets  located near
     Eureka, Nevada (reorganization value of $940,000 of which Creditors receive
     approximately  86.4% of net  proceeds);  2)  proceeds  from the sale of the
     Company's   Grassy   Mountain    property   located   in   eastern   Oregon
     (reorganization  value of $925,000 of which Creditors receive approximately
     78.8% of net proceeds) and 3) proceeds from  commercial  general  liability
     claims ("CGL Claims") against various insurance  carriers for reimbursement
     of costs  incurred in  decommissioning  and  reclaiming a uranium  millsite
     located  near Moab,  Utah that was  previously  owned and  operated  by the
     Company   (reorganization  value of $1.5 million of which Creditors receive
     10% of the first $1.5 million of net proceeds and 50% thereafter).

     Effective  May  2002,  the  Company  received  cash  settlements  from  all
     insurance  carriers  regarding  the  ongoing CGL Claims  litigation.  These
     settlements in aggregate  provided the Company with  $2,373,000  cumulative
     net  proceeds  during the year 2001  through May 21,  2002.  Based on these
     agreements,  Management  determined the recorded book value of the asset at
     December 31, 2001 was  undervalued  and  increased  the  carrying  value by
     $898,000.  The final  resolution  of such  claims  resulted  in a gain from
     settlement of CGL claims during second quarter 2002 of $66,000.




                                  Page 8 of 16
<PAGE>

     On May 9, 1999,  Arisur (the Company's  former  subsidiary  which owned and
     operated a mine in Boliva) defaulted on a payment of $478,000 due under its
     loan agreement with Corporacion Andina de Fomento ("CAF"). During the first
     quarter of 2001, CAF began foreclosure  proceedings against Arisur, and the
     Company's participation in Arisur's operations was terminated.  As a result
     of this action,  the investment in Arisur was  effectively  abandoned as of
     January 1, 2001.  During the year ended  December  31,  2000,  the  Company
     recorded an  impairment  charge of $683,000  related to the Andacaba  mine.
     Neither the Company nor its subsidiaries have guaranteed any liabilities of
     Arisur.  As  a  result,  all  revenue,  cost  of  operations,   assets  and
     liabilities of Arisur have been eliminated from the financial statements of
     the Company during 2001 and future years.

     During  December  2001,  the Company took  additional  steps to ensure that
     remaining  liabilities  associated with termination of Arisur's  operations
     were extinguished. On December 24, 2001, the Company transferred all of the
     common  stock of Arisur to a  Bolivian  group,  which  signed an  agreement
     releasing  and  indemnifying  the Company  from  liabilities  that could be
     associated with Arisur.

     In May,  2002, the Company moved from the NQB Pink Sheets and was listed on
     the OTC Bulletin Board.

     In June 2002,  the Company  purchased the White Cliffs  Diatomite  Mine and
     processing  facilities  located  approximately  30 miles  north of  Tucson,
     Arizona ("White Cliffs") for $50,000. The property,  which has been dormant
     for several  years,  consists of  approximately  3,200 acres of  unpatented
     placer claims, a fully permitted mine and a processing plant with a nominal
     annual capacity of at least 50,000 tons of finished product.  From previous
     drilling,  face  sampling,  and testing,  approximately  2,500,000  tons of
     diatomite  mineralization has to date been identified on the property.  The
     property was purchased from Arimetco, Inc., of which the Company's Chairman
     and Chief Executive Officer, is President.

     In July  2002,  the  Company  incorporated  in  Arizona a new  wholly-owned
     subsidiary,  White Cliffs Mining,  Inc., in which the White Cliffs mine and
     related  assets  will be held.  Through  June 30,  2002,  the  Company  has
     purchased approximately $75,000 of operating equipment. It is expected that
     approximately  $75,000 will be required for purchase of the final pieces of
     mobile equipment as required to commence commercial operations on the White
     Cliffs  property.  The Company has executed an initial sales  contract with
     first production scheduled for shipment in mid August.

     In July 2001, an agreement was reached with TRW, Inc. ("TRW") to settle the
     one remaining adversary proceeding.  Under the terms of the agreement,  the
     Company  agreed to make a total  cash  payment  of  $30,000 to TRW in three
     equal  installments  due in October 2001,  January 2002, and April 2002. In
     exchange,  TRW agreed to transfer  back to the Company all common  stock of
     the  Company  (146,415  shares)  owned  by it  upon  payment  of the  final
     installment.  In July 2002,  the final payment was accepted by TRW from the
     Company and the 146,415 shares of common stock held by TRW were transferred
     to the Company.  These shares will be cancelled during the third quarter of
     2002.



                                  Page 9 of 16
<PAGE>

     It is the intention of Management for the Company to remain in the business
     of  development   and   exploitation   of  natural   resource   properties.
     Management's  current efforts  regarding this are being directed toward the
     identification  of  possible  acquisition  opportunities  of  smaller-scale
     properties,  primarily in the sectors of industrial minerals,  base metals,
     precious  metals and  oil/natural  gas. In the opinion of  Management,  the
     Company may have a competitive  edge in making such  acquisitions  in that,
     being  smaller  than  many of its  competitors,  it may be able to act more
     quickly and the smaller, possibly higher grade, properties on which it will
     most likely  focus its efforts  should be of little  interest to the larger
     companies.

     Should the Company not be successful  in the 2002-2003  timeframe in making
     such  acquisitions or otherwise  improving  shareholder  value for whatever
     reason,   including   the   inability   to  obtain   necessary   financing,
     consideration  will be given to quickly  selling all  remaining  assets and
     liquidating  the  Company  with  remaining  cash,  net of  expenses,  being
     distributed to the then-existing shareholders.

     CAPITAL RESOURCE REQUIREMENTS AND LIQUIDITY

     As of June 30, 2002, the Company's working capital was $1,111,000, compared
     to  $1,386,000  as of December  31,  2001.  The  decrease  of $275,000  was
     primarily  the  result of  utilizing  cash to fund  operations  for the six
     months of 2002.  Proceeds from CGL claims were  $1,639,000;  however,  this
     amount was offset by  expenses  for the CGL  receivables  of  $24,000,  the
     payment of estimated  reorganization  liabilities of $592,000 and additions
     to property, plant and equipment of $129,000.

     As  described  above,   effective  May  2002,  the  Company  received  cash
     settlements   with  all  insurance   carriers   regarding  the  CGL  Claims
     litigation.  These  settlements  in  aggregate  provided  the Company  with
     $2,373,000  cumulative  net  proceeds  during the year 2001 through May 21,
     2002.  The Company  expects these  proceeds will be adequate to pay general
     administrative and other routine operating expenses through 2002.

     Remaining assets held for sale include the Grassy Mountain property and the
     Gold Bar mill and related  assets.  While the Company is  confident  in the
     ultimate realization of these assets, it cannot be certain as to the timing
     or the exact amount of proceeds that will be received.

     It is expected that approximately  $75,000 will be required for purchase of
     the final  pieces of mobile  equipment  as required to commence  commercial
     operations on the White Cliffs  property  during the next quarter.  Pending
     completion  of ongoing  marketing  studies,  should the  Company  decide to
     install  a  calciner  at the  mill,  up to an  additional  $100,000  may be
     required.  However,  it is currently  the intention of the Company to trade
     where  possible  idled  equipment  at the  Gold  Bar  mill  for  additional
     equipment needs at White Cliffs.

     Future cash requirements will be funded from the sources noted above and/or
     alternative sources of financing including loans against the aforementioned
     assets, equity financing or project financing as deemed necessary.

     RESULTS OF OPERATIONS

     General and administrative  expenses for the six months ended June 30, 2002
     were  $220,000  compared to  $109,000  for the  comparable  period in 2001.
     Director's fees and expenses  increased from $9,000 to $24,000.  During the
     first six months of 2002,  the Board met four  times,  the Audit  Committee



                                  Page 10 of 16
<PAGE>

     once and the Compensation Committee once, compared to two Board meetings in
     the first six months of 2001. Other  professional  fees increased from zero
     for the first six  months of 2001 to $50,000  for the same  period in 2002.
     The increase in other  professional fees is due to the hiring on a contract
     basis a mine  manager  and  various  other  consultants  at  White  Cliffs,
     $19,000,  contracting  with  a  former  employee  to  assist  with  general
     administrative matters,  $18,000, the retaining of a compliance specialist,
     $6,000 and a part-time  administrative  assistant,  $4,000. Insurance costs
     increased  from $11,000 for the first six months of 2001 to $22,000 for the
     comparable period in 2002 due to increased premiums for additional coverage
     for the Company's  directors and officers  insurance which became effective
     in  February  2002.  During  the  first  six  months  of 2002,  travel  and
     entertainment  costs were  $11,000  compared to zero for the same period in
     2001 due to travel  related to the White Cliffs project of $2,000 and other
     travel by the Company  executives to visit existing  properties and promote
     the Company of $9,000.

     General and  administrative  expenses for the three-month period ended June
     30, 2002 were  $133,000  compared to $59,000 for the  comparable  period in
     2001.  The increase in costs during the quarter of $74,000 is primarily due
     to the higher fees paid to outside professionals, higher insurance premiums
     and  higher  travel  costs as  discussed  above.  In  addition,  salary and
     benefits  for the  quarter  ended June 30,  2002 were  $35,000  compared to
     $22,000  for the same  period in 2001.  The  increase  is due to having two
     employees during second quarter 2002 versus one during second quarter 2001.

     Interest  income was $5,000 for both the  six-month  period  ended June 30,
     2001 and 2002. Although the average cash balance was higher towards the end
     of the second  quarter 2002,  interest  rates were lower during 2002 versus
     2001.

     The gain on settlement of CGL claims of $66,000  during the second  quarter
     2002 arose as the  anticipated  net proceeds  from the final cash  receipts
     exceeded  the  carrying  value of the CGL claims and the related  estimated
     reorganization liabilities.




                                  Page 11 of 16
<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 May 16, 2002.
     At the annual  meeting,  the  shareholders  were presented three items upon
     which they were asked to vote:  the  election of  directors,  approval of a
     stock option plan, and selection of auditors.

     At the annual  meeting,  the  shareholders  re-elected  the five  incumbent
     directors.  The re-elected directors were Douglas R. Cook, Gerald E. Davis,
     David A. Groshoff, Robert Miller, and H.R. (Roy) Shipes.

     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
     ---------------       ---------    -------------       -----------

     Douglas R. Cook       4,420,976          0                3,026
     Gerald E. Davis       4,420,976          0                3,026
     David A. Groshoff     4,420,976          0                3,026
     Robert Miller         4,420,976          0                3,026
     H.R. (Roy) Shipes     4,420,976          0                3,026

     On September 7, 2001,  the directors  authorized  the approval of the Atlas
     Minerals Inc. 2001 Stock Option Plan (the "Plan"),  subject to  shareholder
     ratification at the next meeting of  shareholders.  This Plan was presented
     to  shareholders  at the May 16, 2002 annual  meeting.  The following table
     sets  forth the  number of votes  cast for,  against,  and  abstained  with
     respect to ratification of the Plan:

                       Votes For     Votes Against   Abstentions
                       ---------     -------------   -----------

                       3,922,503         24,045         4,189

     Also at the  annual  meeting,  the  shareholders  voted on  appointment  of
     Horwath  Gelfond  Hochstadt  Pangburn,  P.C. as the  Company's  independent
     auditors.  The  following  table  sets  forth the number of votes cast for,



                                  Page 12 of 16
<PAGE>

     against, and abstained with respect to ratification of the Plan:

                       Votes For     Votes Against   Abstentions
                       ---------     -------------   -----------

                       4,418,782         4,098         1,122

     For  additional  information,  please see the  Company's  definitive  Proxy
     Statement  pursuant to Section 14 (c) of the Securities and Exchange Act of
     1934 filed with the Securities  and Exchange  Commission on April 17, 2002,
     and which is  incorporated  herein by this  reference  and filed as Exhibit
     20.1 to this Form 10-QSB.

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

        None

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
<TABLE>
<CAPTION>

     a.   Exhibits
          <S>                                                                   <C>
           -------------------------------------------------------------------------------
           20.1    Definitive  Proxy  Statement  pursuant to Section 14
                   (c) of the  Securities and Exchange Act of 1934.                 *
           -------------------------------------------------------------------------------
           99.1    Certification of Chief Executive Officer pursuant to          Page 16
                   18 U.S.C. 1350.
           -------------------------------------------------------------------------------
           99.2    Certification of Chief Financial Officer pursuant to 18       Page 17
                   U.S.C. 1350.
           -------------------------------------------------------------------------------
                    *  (Previously  filed  with the  Securities  and  Exchange
                       Commission on April 17, 2002.)
           -------------------------------------------------------------------------------
</TABLE>

     b.   Reports on Form 8-K

          A press release dated and filed on April 17, 2002, with the Securities
          and Exchange  Commission  announcing  the  settlement  of  outstanding
          lawsuits against various insurance carriers, closure of all bankruptcy
          proceedings  effective  December  31, 2001,  and an  agreement  with a
          Bolivian  entity for  assumption by it of all the Company's  remaining
          Bolivian assets and liabilities  associated with the Company's  former
          subsidiary, Arisur, and the Andacaba mine/mill complex.

          A press release dated and filed on June 17, 2002,  with the Securities
          and Exchange Commission announcing the acquisition of the White Cliffs
          diatomite mine in Arizona, an industrial minerals property.



                                  Page 13 of 16
<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)


Date:    July 30, 2002                By:    /s/ H.R. (Roy) Shipes
                                             ---------------------
                                             H.R. (Roy) Shipes
                                             Chief Executive Officer


Date:    July 30, 2002                By:    /s/ Gary E. Davis
                                             -----------------
                                           Gary E. Davis
                                           President and Chief Financial Officer











                                  Page 14 of 16