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 March 31, 2003 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 W. Alameda Ave., Suite 205, Lakewood, CO 80226
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  303-292-1299
                                  ------------
                           (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       No   X
                                                  -----    -----

  As of May 7, 2003, 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>


                          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  March  31,  2003  and the  related  consolidated
statements of operations and cash flows for the three-month  periods ended March
31,  2003  and  2002.   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  information 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,  2002,  and the related  consolidated  statements  of  operations,
stockholders'  equity  and cash  flows for the year then  ended  (not  presented
herein),  and in our report  dated March 20, 2003,  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, 2002, 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
May 6, 2003


                                    2 of 15
<PAGE>


PART I.       FINANCIAL INFORMATION

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

                                        Atlas Minerals Inc.
                                    Consolidated Balance Sheets
                                          (in Thousands)


                                                                      March 31,      December 31,
                                                                        2003            2002
-------------------------------------------------------------------------------------------------
                                                                     (Unaudited)
<S>                                                                  <C>             <C>
ASSETS
  Current assets:
      Cash and cash equivalents                                        $        78    $       396
      Trade and other accounts receivable                                       21             25
      Inventories                                                               42             45
      Prepaid expenses and other current assets                                 28             21
      Assets held for sale                                                     605            580
                                                                       -----------    -----------
        Total current assets                                                   774          1,067
                                                                       -----------    -----------
  Property, plant and equipment                                                210            210
  Less: accumulated depreciation, depletion and amortization                   (27)           (19)
                                                                       -----------    -----------
                                                                               183            191
  Other assets                                                                   4              4
  Restricted cash equivalents and securities                                    45             45
  Deferred acquisition costs                                                   155             86
  Assets held for sale                                                         422            413
                                                                       -----------    -----------
                                                                       $     1,583    $     1,806
                                                                       ===========    ===========

LIABILITIES
  Current liabilities:
      Trade accounts payable                                           $       183    $       149
      Accrued liabilities                                                       35             44
      Estimated reorganization liabilities                                     157            406
                                                                       -----------    -----------
        Total current liabilities                                              375            599
                                                                       -----------    -----------

  Estimated reorganization liabilities                                         199             12
  Deferred gain                                                                106             44
  Other liabilities, long-term                                                 127            129
                                                                       -----------    -----------
        Total long-term liabilities                                            432            185
                                                                       -----------    -----------
        Total liabilities                                                      807            784
                                                                       -----------    -----------

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, 5,915,000 at March 31, 2003 and
     December 31, 2002                                                          59             59
  Capital in excess of par value                                             2,980          2,980
  Deficit                                                                   (2,263)        (2,017)
                                                                       -----------    -----------
        Total stockholders' equity                                             776          1,022
                                                                       -----------    -----------
                                                                       $     1,583    $     1,806
                                                                       ===========    ===========
See notes to consolidated financial statements.

                                              3 of 15
</TABLE>
<PAGE>


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

                                                             Three Months Ended
                                                                  March 31,
                                                             ------------------
                                                              2003        2002
                                                             -------    -------

Mining revenue                                               $     3    $    --

Costs and expenses:
      Production costs                                            35         --
      Depreciation, depletion and amortization                     8         --
      General and administrative expenses                        253         87
                                                             -------    -------

         Gross operating loss                                   (293)       (87)

Other (income) expense:
      Interest income                                             --         (1)
      Gain on settlement of environmental liability claims       (16)        --
      Other income, net                                          (31)        --
                                                             -------    -------

         Loss before income taxes                               (246)       (86)

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

         Net loss                                            $  (246)   $   (86)
                                                             =======    =======

Basic and diluted loss per share of common stock             $ (0.04)   $ (0.01)
                                                             =======    =======

Weighted average number of common shares outstanding           5,915      6,062
                                                             =======    =======

See notes to consolidated financial statements.




                                    4 of 15
<PAGE>
<TABLE>
<CAPTION>

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

                                                                    Three Months Ended
                                                                          March 31,
                                                                    ------------------
                                                                      2003      2002
                                                                    -------    -------
<S>                                                                 <C>        <C>
Operating activities:
     Net loss                                                       $  (246)   $   (86)
     Add (deduct) non-cash items:
        Depreciation, depletion and amortization                          8         --
        Gain on settlement of environmental liability claims            (16)        --
     Net change in non-cash items
       Related to operations (Note 3)                                    23        (99)
                                                                    -------    -------
        Cash used in operating activities                              (231)      (185)
                                                                    -------    -------

Investing activities:
     Deferred acquisition costs                                         (69)        --
     Proceeds from settlement of environmental liability claims          16         --
     Investment in assets held for sale                                 (57)       (23)
     Proceeds from sale of assets held for sale                          23         28
                                                                    -------    -------
        Cash (used in) provided by investing activities                 (87)         5
                                                                    -------    -------

Financing activities:
     Payment of estimated reorganization liabilities                     --         (4)
                                                                    -------    -------
        Cash used in financing activities                                --         (4)
                                                                    -------    -------

Decrease in cash and cash equivalents                                  (318)      (184)

Cash and cash equivalents:
     Beginning of period                                                396        417
                                                                    -------    -------

     End of period                                                  $    78    $   233
                                                                    =======    =======



See notes to consolidated financial statements.
</TABLE>

                                        5 of 15
<PAGE>


            NOTES TO UNAUDITED INTERIM 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 accounting  principles for complete
     financial  statements  generally  accepted in the United States of America.
     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, 2002.

2.   The accompanying  consolidated financial statements include the accounts of
     Atlas  Minerals  Inc.  ("Atlas")  and its  subsidiaries  as follows:  Atlas
     Precious Metals Inc. ("APMI") (approximately 96% owned at December 31, 2002
     and March 31, 2003), White Cliffs Mining,  Inc., a wholly-owned  subsidiary
     in which the White Cliffs property is held (collectively the "Company"). At
     December  31, 2002 APMI owned  approximately  96% of Atlas Gold Mining Inc.
     ("AGMI"),  however,  during March 2003, AGMI was merged with and into APMI,
     with APMI remaining as the surviving entity.

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:

                                                        Three Months Ended
                                                             March 31,
                                                      ----------------------
           (in thousands)                                 2003        2002
     ------------------------------------------------ ------------ ---------
     Add (deduct) items other than cash:
           Accounts receivable                        $       4    $     -
           Inventories                                        3
           Prepaid expenses and other current assets         (7)       (49)
           Trade accounts payable                            34        (31)
           Accrued liabilities                               (9)       (15)
           Other liabilities, long-term                      (2)        (4)
                                                      ----------   ---------
                                                      $      23    $   (99)
                                                      ==========   =========

     There were no cash  payments  made for  interest or income taxes during the
     three months ended March 31, 2003 and 2002.

4.   In September 2002, the Company signed a 120-day  exclusive option agreement
     to acquire 100% of the outstanding shares of Western Gold Resources,  Inc.,
     a private Florida company whose primary asset is the Estrades  polymetallic
     mine. The option agreement was  subsequently  amended on January 3, 2003 to
     extend the option  period until March 31, 2003 and  transferred  all rights
     under the  option  to APMI.  At this time the  Company  paid an  additional
     $50,000 to keep the option period open. The option agreement was amended on
     March 31, 2003 to extend the option period until June 30, 2003.  During the
     option  period,  the Company will be conducting  extensive due diligence of
     the property and is seeking  financing  for the project as will be required
     should the Company  exercise the option and proceed with  development.  The
     primary shareholder of Western Gold Resources,  Inc. is the Company's Chief
     Executive  Officer.  The Company has spent $69,000  during the three months
     ended March 31, 2003 in deferred  acquisition costs relating to this option
     agreement, which included the January 2003 option payment.



                                        6 of 15
<PAGE>



5.   During March 2003, the Company reached a settlement  agreement with a group
     of the  Company's  excess  insurance  carriers  relating  to  environmental
     liability   claims.   The  net  proceeds  from  this   settlement   totaled
     approximately  $16,000  and were  recorded  as a gain  from  settlement  of
     environmental liability claims.

6.   During the first  quarter  2003,  the Company was  informed  that money was
     being held in trust pending the satisfaction of tax compliance requirements
     with Canadian  authorities  relating to operating activities prior to 2001.
     The Company was cleared of the related tax liability and the escrowed money
     totaling  approximately  $30,000 was  released and is  recognized  as other
     income in the first quarter 2003.

7.   On March 26,  2003,  stock  options for 50,000  shares  were  granted to an
     employee  under the Atlas Minerals Inc. 2001 Stock Option Plan. The options
     granted were at an exercise price of $0.22,  the quoted market price of the
     Company's shares at the date of grant, and expire on March 26, 2008.


8.   On April 3, 2003,  the Company  completed  the sale of the Grassy  Mountain
     property to Seabridge Gold Inc.,  formerly Seabridge Gold Resources,  Inc.,
     and received the final cash payment of $600,000 on that date, which was the
     approximate carrying value of the asset held for sale at March 31, 2003.



                                        7 of 15
<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 claims received stock representing 67.5% of
     the Reorganized  Company.  In addition,  the Creditors could receive future
     cash  distributions  upon the sale of  certain  assets  of the  Reorganized
     Company,  including the possible  salvaging of the Company's  Gold Bar mill
     facility and related assets located near Eureka, Nevada and the sale of the
     Company's  Grassy  Mountain  property  located in eastern  Oregon (of which
     Creditors would receive approximately 45.9% and 65.4%, respectively, of net
     proceeds after payment of certain general and administrative costs).

     The  Reorganization  Plan  also  provided  for the  distribution  of  stock
     representing 12.5% of the Reorganized  Company to the  then-Management  and
     employees  of  the  Company  as  recognition   for  their  efforts  in  the
     reorganization  process  and 2.5% to each of  ACSTAR  and Moab  Reclamation
     Trust for assumption by them of certain future liabilities  relating to the
     environmental  cleanup and  reclamation  of various of the  Company's  mine
     sites. The remaining 15% of the Reorganized Company remains with the equity
     holders of the  Predecessor  Entity,  which ceased to exist on December 11,
     1999 when the Reorganized Company came into existence.

     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. This matter was finalized in July 2002 and the returned shares
     were subsequently cancelled by the Company effective in August 2002.



                                        8 of 15
<PAGE>

     During  2001  and  through  April  10,  2002,  the  Company  reached  final
     settlement agreements with all insurance carriers regarding the ongoing CGL
     Claims,  which the Company had against various insurance carriers for their
     failure to cover certain  environmental  costs  previously  incurred by the
     Company that were the result of permitting  and  remediation  activities at
     the Company's past-producing uranium processing mill in Utah. Effective May
     2002,  cash  settlement  amounts had been  received  from all such carriers
     providing  the Company in aggregate  $2,373,000  net proceeds for the years
     2001 and 2002.  The net proceeds  exceeded  the carrying  amount of the CGL
     Claims resulting in a gain of $66,000 and $455,000 being recognized in 2002
     and 2001, respectively.

     In June 2002,  the Company  purchased the White Cliffs  Diatomite  Mine and
     processing  facilities  located  approximately  30 miles  north of  Tucson,
     Arizona ("White Cliffs"). 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 largest current use of diatomaceous earth is in filtering applications.
     It is also used as an absorbent,  in filler applications and in manufacture
     of  insulation.  One of the fastest  growing  uses is as a  livestock  feed
     supplement and first production from the property was pre-sold as livestock
     feed  supplement.  The  majority of U.S.  production  currently  comes from
     California and Nevada which accounted for 87% of the production in 2000.

     It is estimated from previous  drilling,  face  sampling,  and testing that
     there are approximately  2,500,000 tons of diatomite  mineralization on the
     property.  Based on internal and third party analyses,  it appears that the
     known diatomite material should be able to meet specifications for most end
     products.  The property is located  adjacent to the Copper  Basin  Railroad
     which  accesses the Southern  Pacific Line and within five miles of Highway
     77, both of which will serve for product distribution.

     In July  2002,  the  Company  incorporated  a  wholly-owned  subsidiary  in
     Arizona,  White  Cliffs  Mining,  Inc.,  in which is held the White  Cliffs
     Diatomite Mine and related assets in Arizona.

     In September  2002,  the Company  entered into a 120-day  exclusive  option
     agreement  (the  "Option  Agreement')  to acquire  100% of the  outstanding
     shares of Western Gold  Resources,  Inc., a private  Florida  company whose
     primary  asset is the Estrades  polymetallic  mine located in  northwestern
     Quebec.  In December 2002, this Option Agreement was amended  extending the
     option  period to March 31, 2003 and another  amendment  was signed  during
     March 2003 which  extended  the option  until June 30,  2003.  The  Company
     subsequently  assigned the Option  Agreement to APMI. The Company is in the
     process of completing extensive due diligence of the Estrades mine.

     During 2002, the Company entered into transactions with the Pension Benefit
     Guaranty Corporation ("PBGC"),  U.S. Fire Insurance Company ("US Fire") and
     Newmont  Grassy  Mountain  Corporation   ("Newmont")  whereby  the  Company
     effectively   settled   a   portion   of  its   "estimated   reorganization
     liabilities".  The Company paid $50,000, $7,000 and $2,000 to PBGC, Newmont
     and US Fire, respectively, in exchange for each company's rights to receive
     future creditor  distributions under APMI's and AGMI's  Reorganization Plan
     as well as to acquire the portion of APMI's and AGMI's  outstanding  common
     stock  owned  by  PBGC,  US  Fire  and  Newmont.   As  a  result  of  these
     transactions,  the Company controlled 100% of the voting stock of each AGMI
     and APMI.

     In March 2003, the Company merged APMI and AGMI, with APMI remaining as the
     surviving entity. As a result of the merger, APMI now owns 100% of the gold
     processing mill and related  facilities and  infrastructure  related to the
     Gold Bar mine in Eureka County, Nevada,  previously held by AGMI as well as
     the Grassy Mountain property in Malheur County, Oregon, a property known to
     host gold mineralization.  The Company controls 100% of the voting stock of
     the resulting APMI.


                                        9 of 15
<PAGE>

     Also in March  2003,  the Board of  Directors  of the  Company  approved an
     option  for the  possible  future  acquisition  of a fluorite  property  in
     Sonora,  Mexico,  by the Company and  authorized  Management  to enter into
     negotiations  on behalf of APMI for: 1) the  acquisition  in Sonora Mexico,
     of: a) a property on which both copper  oxide  material  and gold have been
     identified,  and b) the long-term lease of an existing processing plan with
     nominal capacity of 100 tonnes per day based on processing of sulfide ores;
     and 2)  the  acquisition  of a  property  in  Sinoloa,  Mexico,  containing
     primarily zinc and silver mineralization.

     On April 3, 2003 the  Company  completed  the sale of the  Grassy  Mountain
     property located in Malheur County, Oregon to Seabridge Gold Inc., formerly
     Seabridge Gold Resources,  Inc. and its wholly-owned subsidiary,  Seabridge
     Gold  Corporation.  Under the terms of the final agreement  entered into in
     December  2002 the Company  received  the final  payment of  $600,000  upon
     closing,  of which 65.4% of the net  proceeds  after  repayment  of certain
     priority  claims will be distributed to creditors.  Management is currently
     determining the exact amount of the creditor  distribution  but believes it
     will be approximately $150,000.

     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.

     CAPITAL RESOURCE REQUIREMENTS

     Liquidity

     As of March 31, 2003, the Company's working capital was $399,000,  compared
     to $468,000 as of December 31, 2002. The Company's  cash balance  decreased
     from  $396,000  at  December  31,  2002 to $78,000 at March 31,  2003.  The
     decrease of $318,000 was  primarily  the result of  utilizing  cash to fund
     operating  activities for the first quarter of $231,000.  Proceeds from the
     gain on settlement of environmental liability claims and the sale of assets
     held for sale were $16,000 and $23,000, respectively;  however, this amount
     was offset by expenses  for the sale of assets held for sale of $57,000 and
     the deferred  acquisition  costs  related to Estrades of $69,000.  In April
     2003, the Company received proceeds of $600,000 upon closing of the sale of
     the Grassy  Mountain  Property,  of which 34.6% of the net  proceeds  after
     repayment of certain  priority  claims will be retained  and the  remainder
     will be paid to creditors.  Management is currently  determining  the exact
     amount of the creditor  distribution  but believes it will be approximately
     $150,000.

     The  Company   expects  to   generate   cash   adequate  to  pay   general,
     administrative and other operating expenses through the bankruptcy-mandated
     sale of certain remaining assets. Assets held for sale include the Gold Bar
     mill and  related  assets,  and the  Grassy  Mountain  property.  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.  The Company  believes,  however,  that cash from such activities
     will  be  sufficient  to  cover  its  current   operations   through  2003.
     Additionally,  during the first quarter 2003,  the Company was able to have
     released  from a trust  account  $30,000,  which was held pending  proof of
     compliance  with  Canadian  tax  authorities  and  received  $16,000 in net
     proceeds from the settlement of environmental  liability claims. Should the
     Company  proceed with the merger with Western Gold  Resources,  Inc. a cash
     payment of  approximately  $100,000 will be required at the time of merger.
     The  Company  paid  $50,000  in January  2003 to extend  the option  period
     through March 31, 2003 and subsequently  extended the option period through
     June 30, 2003.



                                    10 of 15
<PAGE>

     It is further  anticipated  that up to $100,000 could be required to modify
     the mill operations at White Cliffs to better ensure that specifications of
     existing  products can be  continuously  met and to allow the production of
     new  product   lines.   Management  is   continuing  to  explore   possible
     acquisitions  and  business  combinations,  although,  as of this date,  no
     definitive  agreements have been reached. In 2003, the Company also entered
     into a two-year  non-cancelable  lease  commitment  for  office  space that
     expires in January 2005. Future cash requirements for these activities 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

     The Company had revenues  from  production of diatomite at the White Cliffs
     property,  which  commenced  mining  operations  in August 2002,  of $3,000
     during the three-month period ended March 31, 2003 compared to zero for the
     comparable   period  in  2002.   Production  costs  were  $35,000  for  the
     three-month  period ended March 31, 2003 versus zero for the same period in
     2002.

     General and  administrative  expenses  for the three months ended March 31,
     2003 were $253,000  compared to $87,000 for the comparable  period in 2002.
     Salaries  and  benefits  increased  $85,000  from the  first  quarter  2002
     compared to the same period in 2003 due to the salaries and benefits of the
     administrative  employees at White Cliffs,  the addition of one employee at
     headquarters, and increased salaries for the Company's officers. Legal fees
     for first  quarter  2003 were  $43,000  compared  to $14,000  for the first
     quarter 2002 due to legal  services  incurred due to the merger of APMI and
     AGMI and the proposed  restructuring  of APMI.  Insurance  costs  increased
     $16,000 due to  increased  directors  and officers  insurance  premiums and
     additional coverage due to the equipment,  property and liability insurance
     at White Cliffs.  Travel costs increased $11,000 from first quarter 2002 to
     the same  period in 2003 due to travel to the White  Cliffs  operation  and
     management  meetings  amongst the officers.  During the first quarter 2003,
     the  Company  incurred  $8,000 in  business  development  costs to  explore
     business opportunities to advance the Company's interests, while there were
     no business  development  costs during the same period in 2002.  Director's
     fees and  expenses  decreased  from  $19,000  to  $8,000.  During the first
     quarter 2002, the Board met three times,  the Audit  Committee once and the
     Compensation  Committee  once,  compared to one Board meeting and two audit
     committee meetings in the first quarter of 2003.

     Interest income during the three-month period ended March 31, 2003 was zero
     compared  to $1,000  for the  three-month  period  ended  March  31,  2002.
     Interest was higher in 2002 due to slightly larger cash balances  available
     for investment.

     During  the  first  quarter  2003,  the  Company  recognized  a gain on the
     settlement of environmental  liability claims of $16,000.  The Company also
     recognized  as other  income the release of $30,000  from a trust  account,
     which was held pending proof of compliance with Canadian tax authorities.

     Item 3.   Controls and Procedures
               -----------------------

     A  review  and  evaluation  was  performed  by  the  Company's  management,
     including  the  Company's  Chief  Executive  Officer  (the "CEO") and Chief
     Financial  Officer  (the  "CFO"),  of the  effectiveness  of the design and
     operation of the Company's  disclosure controls and procedures as of a date
     within 90 days prior to the filing of this quarterly report.  Based on that
     review  and  evaluation,  the CEO and CFO  have  concluded  that  Company's
     current  disclosure  controls and procedures,  as designed and implemented,
     were  effective.  There have been no  significant  changes in the Company's
     internal controls or in other factors that could  significantly  affect the
     Company's  internal  controls  subsequent to the date of their  evaluation.
     There were no significant  material weaknesses  identified in the course of
     such review and  evaluation  and,  therefore,  no corrective  measures were
     taken by the Company.



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<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

          99.1 Certification  of Chief Executive  Officer  pursuant to 18 U.S.C.
               1350.
          99.2 Certification  of Chief Financial  Officer  pursuant to 18 U.S.C.
               1350.

b.   Reports on Form 8-K

     Date Filed on Form 8-K

January 9, 2003     Press  Release dated  January 8, 2003,  announcing  that the
                    Company had  restructured  the Option  Agreement for sale of
                    the Grassy Mountain  property to Seabridge Gold, Inc. (f/k/a
                    Seabridge  Resources  Inc.) and had also assigned the option
                    held by the Company for  possible  merger with  Western Gold
                    Resources,   Inc.   whose  primary  asset  is  the  Estrades
                    polymetallic  mine  located in Quebec,  to its  wholly-owned
                    subsidiary, Atlas Precious Metals Inc.

April 17, 2003      Press  Release  dated  April 7, 2003,  wherein  the  Company
                    announced that, through its wholly-owned  subsidiary,  APMI,
                    it completed  the sale of the Grassy  Mountain gold property
                    located in eastern Oregon to Seabridge  Gold Inc.  (formerly
                    Seabridge  Gold  Resources,   Inc.)  and  its   wholly-owned
                    subsidiary,   Seabridge   Gold   Corporation   (collectively
                    "Seabridge").


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<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:   May 7, 2003                  By: /s/ H.R. (Roy) Shipes
                                         ---------------------
                                         H.R. (Roy) Shipes
                                         Chief Executive Officer


Date: May 7, 2003                    By: /s/ Gary E. Davis
                                         -----------------
                                         Gary E. Davis
                                         President and Chief Financial Officer






                                        14 of 15
<PAGE>


              CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
    RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, H.R. (Roy) Shipes, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-QSB of Atlas  Minerals
     Inc.;
2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.
4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated  subsidiaries,  is made  known to us during the period in
          which this quarterly report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  May 7, 2003
                                                     /s/ H.R. (Roy) Shipes
                                                     ------------------------
                                                     H.R. (Roy) Shipes
                                                     Chief Executive Officer


                                        14 of 15
<PAGE>


       CERTIFICATION OF PRESIDENT AND CHIEF FINANCIAL OFFICER PURSUANT TO
    RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Gary E. Davis, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-QSB of Atlas  Minerals
     Inc.;
2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.
4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated  subsidiaries,  is made  known to us during the period in
          which this quarterly report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  May 7, 2003
                                          /s/ Gary E. Davis
                                          -----------------
                                          Gary E. Davis
                                          President and Chief Financial Officer



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