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, 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.
        (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   X   No
                                                  -----    -----

As of August 13, 2003,  5,965,103  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 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,  2003  and  the  related  consolidated
statements of operations for the  three-month  and six-month  periods ended June
30, 2003 and 2002 and cash flows for the  six-month  periods ended June 30, 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 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,  2002,  and the related  consolidated  statements  of  operations,
stockholders'  equity and cash flows (not  presented  herein)  for the year then
ended;  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.

/s/ Horwath Gelfond Hochstadt Pangburn, P.C.

Denver, Colorado
August 7, 2003


                                  Page 2 of 15
<PAGE>
<TABLE>
<CAPTION>

PART I.       FINANCIAL INFORMATION

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

                                             Atlas Minerals Inc.
                                         Consolidated Balance Sheets
                                                (in Thousands)

                                                                            June 30,   December 31,
                                                                              2003         2002
----- ---------------------------------------------------------------------------------------------
                                                                           (Unaudited)
<S>                                                                           <C>           <C>
ASSETS
  Current assets:
      Cash and cash equivalents                                               $    44       $   396
      Trade and other accounts receivable                                          21            25
      Inventories                                                                  25            45
      Prepaid expenses and other current assets                                    18            21
      Assets held for sale                                                         --           580
                                                                              -------       -------
        Total current assets                                                      108         1,067
                                                                              -------       -------
  Property, plant and equipment                                                   210           210
  Less: accumulated depreciation, depletion and amortization                      (35)          (19)
                                                                              -------       -------
                                                                                  175           191
  Other assets                                                                     --             4
  Restricted cash equivalents and securities                                       47            45
  Deferred acquisition costs                                                       10            86
  Investment in affiliate                                                         512            --
  Assets held for sale                                                             --           413
                                                                              -------       -------
                                                                              $   852       $ 1,806
                                                                              =======       =======

LIABILITIES
  Current liabilities:
      Trade accounts payable                                                  $    58       $   149
      Accrued liabilities                                                          42            44
      Estimated reorganization liabilities                                         --           406
                                                                              -------       -------
        Total current liabilities                                                 100           599
                                                                              -------       -------

  Estimated reorganization liabilities                                            175            12
  Deferred gain                                                                    --            44
  Other liabilities, long-term                                                    125           129
                                                                              -------       -------
        Total long-term liabilities                                               300           185
                                                                              -------       -------
        Total liabilities                                                         400           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, 5,965,000 and 5,915,000 at June 30, 2003
     and December 31, 2002 respectively                                            60            59
Capital in excess of par value                                                  2,988         2,980
Deficit                                                                        (2,596)       (2,017)
                                                                              -------       -------
      Total stockholders' equity                                                  452         1,022
                                                                              -------       -------
                                                                              $   852       $ 1,806
                                                                              =======       =======
See notes to consolidated financial statements.


</TABLE>


                                        Page 3 of 15
<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,
                                                      ---------------------       ---------------------
                                                       2003          2002          2003          2002
                                                      --------      --------      --------      --------
<S>                                                   <C>           <C>           <C>           <C>
Mining revenue                                        $     2       $    --       $     5       $    --

Costs and expenses:
    Production costs                                       35            --            70            --
    Depreciation, depletion and amortization                8            --            16            --
    General and administrative expenses                   293           133           546           220
                                                      --------      --------      --------      --------

     Gross operating loss                                (334)         (133)         (627)         (220)
                                                      --------      --------      --------      --------

Other (income) and expense:
   Interest expense                                        --            --            --            --
   Interest income                                         (1)           (4)           (1)           (5)
   Gain on settlement of environmental liability           --            --           (16)           --
       claims
   Gain on settlement of CGL claims                        --           (66)           --           (66)
   Other                                                   --            --           (31)           --
                                                      --------      --------      --------      --------
       Total other income                                  (1)          (70)          (48)          (71)
                                                      --------      --------      --------      --------
   Loss before income taxes                              (333)          (63)         (579)         (149)
   Provision for income taxes                               --            --            --            --
                                                      --------      --------      --------      --------
   Net loss                                           $  (333)      $   (63)      $  (579)      $  (149)
                                                      ========      ========      ========      ========

Basic and diluted loss per share of common stock      $ (0.06)      $ (0.01)      $ (0.10)      $ (0.02)
                                                      ========      ========      ========      ========

Weighted average number of common
   shares outstanding                                   5,938         6,062         5,926         6,062
                                                      ========      ========      ========      ========

See notes to consolidated financial statements.


</TABLE>


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

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


                                                                    Six Months Ended
                                                                       June 30,
                                                                   ------------------
                                                                    2003        2002
                                                                   -------    -------
<S>                                                               <C>        <C>
Operating activities:
     Net loss                                                     $  (579)   $  (149)
     Add (deduct) non-cash items:
        Gain on settlement of CGL and environmental claims            (16)       (66)
        Shares issued for services                                      9         --
        Depreciation, depletion and amortization                       16          1
     Net change in non-cash items related to operations, net of
       effects from deconsolidation of APMI in 2003 (Note 3)           32       (175)
                                                                   -------    -------
        Cash used in operating activities                            (538)      (389)
                                                                   -------    -------

Investing activities:
     Additions to property, plant and equipment                        --       (129)
     Investment in CGL claims receivable                               --        (24)
     Investment in assets held for sale                               (65)       (72)
     Deferred acquisition costs                                      (166)        --
     Cash effects of deconsolidation of APMI                          (76)        --
     Proceeds from settlement of environmental claims                  16         --
     Proceeds from settlement of CGL receivable                        --      1,639
     Proceeds from sale of assets held for sale                       622         81
                                                                   -------    -------
        Cash provided by investing activities                         331      1,495
                                                                   -------    -------
Financing activities:
     Payment of estimated reorganization liabilities                 (145)      (592)
                                                                   -------    -------
        Cash used in financing activities                            (145)      (592)
                                                                   -------    -------
(Decrease) increase in cash and cash equivalents                     (352)       514

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

     End of period                                                $    44    $   931
                                                                  ========   ========



See notes to consolidated financial statements.

</TABLE>

                                  Page 5 of 15
<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 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: White Cliffs
     Mining, Inc., a wholly-owned  subsidiary in which the White Cliffs property
     is held and Minerales Atlas S.A. de C.V., a wholly-owned Mexican subsidiary
     incorporated  during the second  quarter of 2003.  Effective June 30, 2003,
     the Company's  investment in Atlas  Precious  Metals Inc.  ("APMI") will be
     reported on the equity method due to the Company's ownership  decreasing to
     28% from its  previously  held 97% (see  Note 4).  The  results  of  APMI's
     operations  for the six months  ended  June 30,  2003 are  included  in the
     Company's  consolidated  statement of  operations.  The Company's  recorded
     investment  in affiliate at June 30, 2003  consists of $319,000 of advances
     and  receivables  due  from  APMI in  addition  to the  Company's  $193,000
     investment in APMI (which  represents the retained earnings of APMI on June
     30, 2003, prior to its merger with Western Gold  Resources).  The financial
     position of APMI as of June 30, 2003, is as follows:

                                                      (unaudited in thousands)
  Current assets:
     Cash                                                    $      474
     Other                                                            5
                                                             -----------
                                                                    479
  Non-current assets:
     Assets held for sale                                           431
     Deferred acquisition costs                                      20
     Property                                                     4,015
                                                             -----------
         Total assets                                        $    4,945
                                                             ===========

  Current liabilities:
     Accounts payable and accrued expenses                   $       75

  Non-current liabilities:
     Estimated reorganization liabilities, including $232
       payable to Atlas                                             256
     Deferred gain                                                  142
     Payable to Atlas                                                87
     Notes payable, related party:
        Western Gold Resources Inc. merger                        1,136
        Other                                                        88
                                                             -----------
       Total liabilities                                          1,784
       Total shareholders' equity                                 3,161
                                                             -----------
         Total liabilities and shareholders' equity          $    4,945
                                                             ===========




                                  Page 6 of 15
<PAGE>

3.   The  components  of the net  change in items  other  than cash  related  to
     operating activities,  net of effects from deconsolidation of APMI in 2003,
     as reflected in the Consolidated Statements of Cash Flows are as follows:

                                                           Six Months Ended
                                                               June 30,
                                                      --------------------------
      (in thousands)                                     2003           2002
----- ----------------------------------------------- --------------------------
Add (deduct) items other than cash:
      Accounts receivable                             $       4      $      -
      Inventories                                            20             -
      Prepaid expenses and other current assets               2           (26)
      Trade accounts payable                                (29)          (92)
      Accrued liabilities                                    13           (50)
      Restricted cash                                        (2)            -
      Other liabilities, long-term                           24            (7)
                                                      --------------------------
                                                      $      32      $   (175)
                                                      ==========================

     There were no cash  payments  made for  interest or income taxes during the
     six months ended June 30, 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.
     ("WGR"),  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 to transfer
     all rights  under the option  agreement  to APMI.  At this time the Company
     paid WGR an additional  $50,000 for such  extension and transfer of rights.
     The option  agreement was again amended on March 31, 2003 to further extend
     the option period until June 30, 2003 at no additional cost.

     During July 2003, a definitive  Amended  Agreement  and Plan of Merger (the
     "Agreement")  effective June 30, 2003 was  consummated.  Under the terms of
     the  Agreement,  APMI  acquired all the  outstanding  common  shares of WGR
     (14,499,700  shares) in exchange for the issuance of  17,399,640  shares of
     APMI common stock (which  represents  72% of post  transaction  outstanding
     common stock of APMI), cash of $24,000 and a promissory note payable to the
     primary  shareholders of WGR, H.R. and Eileen A. Shipes  ("Shipes'")  (H.R.
     Shipes is also the  Company's  Chief  Executive  Officer)  in the amount of
     $64,000.  The  Agreement  also  contains  a separate  repurchase  agreement
     whereby APMI repurchased  2,400,000 common shares of APMI in exchange for a
     promissory note payable to the Shipes' totaling $1,136,000.  As a result of
     the Agreement,  the Company's  ownership in APMI is approximately 28% as of
     June 30,  2003 and on that date the  Company  has begun to account  for its
     investment in APMI under the equity method of accounting.


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.



                                  Page 7 of 15
<PAGE>


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.  Had
     compensation  expense been determined as provided in SFAS No. 123 using the
     Black-Scholes  option-pricing model, the pro forma effect of options issued
     during the six months ended June 30, 2003 would have been as follows:
<TABLE>
<CAPTION>

                                                            Three Months Ended                      Six Months Ended
                                                                June 30,                                June 30,
                                                    -----------------------------------   ----------------------------------
         (in thousands)                                 2003               2002               2003                 2002
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>                  <C>             <C>
Net loss                                            $          (333)   $           (63)   $          (579)   $          (149)

ADD: Stock-based employee compensation included in
reported net income, net of related tax effects                  --                 --                 --                 --

DEDUCT: Total stock-based employee compensation
expense determined under fair value based method
for all award, net of related tax effects                        --                 --                (11)                --
                                                    ---------------    ---------------    ---------------    ---------------

Pro forma net loss                                  $          (333)   $           (63)   $          (590)   $          (149)
                                                    ===============    ===============    ===============    ===============

Loss  per share:

Basic and diluted - as reported                     $         (0.06)   $         (0.01)   $         (0.10)   $         (0.02)
                                                    ===============    ===============    ===============    ===============

Basic and diluted - pro forma                       $         (0.06)   $         (0.01)   $         (0.10)   $         (0.02)
                                                    ===============    ===============    ===============    ===============

</TABLE>





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
     resulted  in net  creditor  distributions  of  $145,000  during  the second
     quarter.  There  was no gain or loss  on  this  transaction,  as the  sales
     proceeds equaled the carrying value of the property.



9.   On May 20,  2003,  50,000  common  shares of the  Company  were issued to a
     consultant  under  the  terms of a  consulting  agreement  entered  into in
     February   2000.   The  shares  were  expensed  at  fair  market  value  as
     professional services totaling $9,000.


10.  During second quarter the Company  incorporated a wholly-owned  subsidiary,
     Minerales Atlas S.A. de C.V., in Mexico. The Company subsequently  executed
     a six-month  option to purchase the La Barra fluorite  property  located 50
     miles south of Douglas,  Arizona, near Esqueda, Sonora, Mexico. The Company
     has incurred $10,000 of deferred acquisition costs related to this option.





                                  Page 8 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.



                                  Page 9 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. ("WGR"),  a private Florida company
     whose  primary  asset  is  the  Estrades   polymetallic   mine  located  in
     northwestern  Quebec.  In January 2003,  this Option  Agreement was amended
     extending the option period to March 31, 2003, and  transferring all rights
     under the Option  Agreement to APMI. At this time,  the Company paid WGR an
     additional  $50,000 for such  extension and transfer of rights.  The Option
     Agreement was again amended  during March 2003 to further extend the option
     period  to  June  30,  2003,  at  no  additional   cost.  This  merger  was
     subsequently  completed  effective  June 30, 2003 (see  further  discussion
     below).

     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 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.




                                  Page 10 of 15
<PAGE>

     Also as a result,  APMI  owned  100% of the  Grassy  Mountain  property  in
     Malheur County, Oregon, a property known to host gold mineralization, which
     was subsequently  sold (see discussion  below).  At the time of this merger
     and prior to the merger of APMI and WGR, the Company controlled 100% of the
     voting stock and 97% of the issued stock of the resulting APMI.

     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 plant with
     nominal capacity of 100 tonnes per day based on processing of sulfide ores;
     and 2) the acquisition of a property package 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, after repayment of certain priority claims, $145,000 was
     distributed  to  creditors  in May 2003.  There was no gain or loss on this
     transaction  as the  sales  proceeds  equaled  the  carrying  value  of the
     property.

     On June 23, 2003 the Company,  through its wholly-owned  Mexican subsidiary
     Minerales Atlas S.A. de C.V.,  executed a six-month  option to purchase the
     La Barra  fluorite  property.  The  property is  comprised  of three claims
     covering  300  hectares,  or  approximately  740  acres,  and has on it two
     underground  mines that last  produced in 1974.  At the time the mines were
     idled, a reserve study prepared by the owner, Fluoresqueda,  S.A., reported
     nearly 195,000 tons of ore at an average grade of 46% CaF2. The Company has
     not independently verified the accuracy of this report, and, as such, there
     can be no assurance  that the reported  quantity and quality of ore will be
     available for mining or will meet the current SEC definition of reserves.

     The La Barra property is located  approximately  50 miles south of Douglas,
     Arizona,  near Esqueda,  Sonora,  Mexico.  Any new mining operations on the
     property would be within 12 miles of both an existing highway and railroad,
     with direct  access by either  means to U.S.  markets via  Douglas.  During
     prior  operations,  raw ore was trucked to Esqueda  where it was milled and
     concentrated for final sale and distribution. The mill foundations and rail
     siding  remain and will be evaluated  for possible  acquisition  during the
     option period.

     Currently  the U.S.  consumes  approximately  600,000  tons of fluorite per
     annum.  In 2001,  all  consumption  was from imports,  primarily from China
     (66%),  South  Africa  (23%) and Mexico  (11%).  There are three  grades of
     fluorite - acid grade  (containing more than 97% CaF2),  ceramic grade (85%
     to 95% CaF2), and metallurgical grade (60% to 85% CaF2). Nearly 80% of U.S.
     consumption  is for the  production  of  hydrofluoric  acid,  primarily  in
     Louisiana and Texas, and aluminium fluoride in Texas. The 2001 average U.S.
     Gulf import  price for acid grade  product was  approximately  $150 per ton
     with  metallurgical  grade  averaging $115 per ton FOB millsite in Tampico,
     Mexico.  Given the  apparent  high grade of the La Barra  fluorite  and its
     proximity and access to the U.S. Gulf Coast,  the Company  believes that it
     could have a  competitive  advantage in  supplying  product to the southern
     U.S. markets.

     During July 2003 a  definitive  Amended  Agreement  and Plan of Merger (the
     "Agreement")  effective  June 30,  2003 was  consummated  between  APMI and
     Western Gold  Resources,  Inc.  ("WGR").  Under the terms of the Agreement,
     APMI acquired all the outstanding common shares of WGR (14,499,700  shares)
     in exchange  for the  issuance of  17,399,640  shares of APMI common  stock
     (which  represents  72% of post  transaction  outstanding  common  stock of
     APMI),  cash of  $24,000  and a  promissory  note  payable  to the  primary
     shareholders of WGR, H.R. and Eileen A. Shipes  ("Shipes'") (H.R. Shipes is



                                  Page 11 of 15
<PAGE>

     also the Company's Chief Executive Officer),  in the amount of $64,000. The
     Agreement also contains a separate  repurchase  agreement  whereby APMI has
     agreed to  repurchase  2,400,000  common  shares of APMI in exchange  for a
     promissory note payable to the Shipes' totaling $1,136,000.  As a result of
     the Agreement,  the Company's  ownership in APMI is approximately 28% as of
     June 30, 2003.

     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  properties,
     primarily in the sectors of industrial minerals,  base metals, and precious
     metals.

     CAPITAL RESOURCE REQUIREMENTS

     Liquidity

     As of June 30, 2003, the Company's working capital was $8,000,  compared to
     $468,000 as of December 31, 2002. The Company's cash balance decreased from
     $396,000 at December 31, 2002 to $44,000 at June 30, 2003.  The decrease of
     $352,000  was  primarily  the result of  utilizing  cash to fund  operating
     activities  for the first half of the year of $540,000.  Proceeds  from the
     gain on settlement of environmental liability claims and the sale of assets
     held for sale were $16,000 and $622,000, respectively; however, this amount
     was offset by expenses  for the sale of assets held for sale of $65,000 and
     the  deferred  acquisition  costs  related  to  Estrades  of  $136,000  and
     exploration of certain Mexican properties of $30,000. The Company also paid
     $145,000 in creditor  distributions  due to the sale of the Grassy Mountain
     property in April 2003.

     Should  funds be  available,  during the next twelve  months  approximately
     $150,000  could be  required  in  support  of the  White  Cliffs  diatomite
     operation.  Such funds  would be used to modify mill  operations  to ensure
     that  specifications  of existing  products can be continuously  met and to
     allow the production of new product lines.  An additional  $50,000 could be
     required for drilling,  assaying,  testing,  and permitting of a new quarry
     adequate to sustain production under a 20-year mine plan.

     During the next six months,  it is the  intention of the Company to perform
     adequate  work on the La Barra  fluorite  property to be able to  determine
     whether the option to purchase the property should be exercised.  Depending
     on the detail of the work performed and assuming  funds are available,  the
     Company could require up to $150,000 for review of existing data, drilling,
     testing,  assaying,  and  completing  preliminary  mine  and  mill  design,
     including $20,000 for final acquisition of the property.

     In 2003,  the Company  also entered  into a two-year  non-cancelable  lease
     commitment for office space that expires in January 2005.  Payments on this
     lease total $26,000 in 2003, $29,000 in 2004, and $2,000 in 2005.

     To support the above activities and  commitments,  the Company will need to
     seek  additional  financing  including  loans  against  the  aforementioned
     assets,  equity  financing  or project  financing.  On August 1, 2003,  the
     Company  signed an agreement  with IBK Capital Corp.  of Toronto,  Ontario,
     Canada,  whereby IBK Capital  will assist the Company in raising up to $2.5
     million through a private placement of common stock or some other financing
     arrangement  on terms  and  conditions  acceptable  to the  Company.  It is
     anticipated  that  such  financing  should  be  completed  within  60 days,
     although there is no assurance that these or any efforts to raise financing
     will be successful.


     RESULTS OF OPERATIONS

     The Company had revenues  from  production of diatomite at the White Cliffs
     property,  which commenced mining  operations in August 2002, of $2,000 and
     $5,000 during the  three-month  and  six-month  periods ended June 30, 2003



                                  Page 12 of 15
<PAGE>

     compared to zero for the comparable periods in 2002.  Production costs were
     $35,000 and $70,000 for the  three-month  and six-month  periods ended June
     30, 2003 versus zero for the same periods in 2002.

     General and administrative  expenses for the six months ended June 30, 2003
     were  $546,000  compared to  $220,000  for the  comparable  period in 2002.
     Salaries  and  benefits  increased  $175,000  from the  first  half of 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 other general salary increases. Legal and accounting fees
     for the first half of 2003 were $107,000  compared to $40,000 for the first
     half of 2002 due to the merger of APMI and AGMI, the  restructuring of APMI
     and overall increased business activity.  Insurance costs increased $19,000
     due to higher  directors  and officers  insurance  premiums and  additional
     coverage due to the  equipment,  property and liability  insurance at White
     Cliffs.  During the first half of 2003,  the  Company  incurred  $16,000 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
     $24,000 to $14,000  due to less board and  committee  meetings in the first
     half of 2003 over the same period in 2002. Rents and office  administration
     costs  for the  first  half of 2003 have  increased  $17,000  from the same
     period  in 2002  due to the  incremental  cost of  having  offices  in both
     Colorado and Arizona due to the White Cliffs operation.

     General and  administrative  expenses for the three-month period ended June
     30, 2003 were $293,000  compared to $133,000 for the  comparable  period in
     2002, resulting in an increase in costs during the quarter of $160,000. The
     increases in costs during the quarter are primarily due to higher  salaries
     and  benefit  costs of $90,000  due to the  additional  employees  at White
     Cliffs and Atlas during second  quarter 2003 versus the same period in 2002
     as well as higher legal and accounting  fees for the second quarter 2003 of
     $44,000  versus  $9,000 during the same period in 2002 due to the increased
     work associated with the restructuring of APMI and the merger with WGR.

     Interest income was $1,000 for both the  three-month  and six-month  period
     ended June 30, 2003,  compared to $4,000 and $5,000 for the three-month and
     six-month  period ended June 30,  2002.  Interest was higher in 2002 due to
     slightly larger cash balances available for investment.

     During  the  first  half of  2003,  the  Company  recognized  a gain on the
     settlement of environmental liability claims of $16,000 and 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.  During the same
     period in 2002,  the Company  recognized a gain from the  settlement of CGL
     claims of $66,000.


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.




                                  Page 13 of 15
<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

     ----- ---------------------------------------------------------------------
     31.1  Certification  of Chief  Executive  Officer  pursuant to
           Rule 13A-14 or 15D-14 of the Securities  Exchange Act of 1934.
     ----- ---------------------------------------------------------------------
     31.2  Certification  of Chief  Financial  Officer  pursuant to
           Rule 13A-14 or 15D-14 of the Securities  Exchange Act of
           1934.
     ----- ---------------------------------------------------------------------
     32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350.
     ----- ---------------------------------------------------------------------
     32.2  Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350.
     ----- ---------------------------------------------------------------------

<TABLE>
<CAPTION>

b.   Reports on Form 8-K

       ------------------------------- ----------------------------------------------------------------------
       Date Filed on Form 8-K
       ------------------------------- ----------------------------------------------------------------------
       <S>                             <C>
       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").
       ------------------------------- ----------------------------------------------------------------------
       July 9, 2003                    Press  Release  dated June 18,  2003,  announcing  that the  Company,
                                       through its wholly-owned Mexican subsidiary,  Minerales Atlas S.A. de
                                       C.V.,  executed a six-month  option to purchase the La Barra fluorite
                                       property located approximately 50 miles south of Douglas, Arizona.
       ------------------------------- ----------------------------------------------------------------------




                                  Page 14 of 15
<PAGE>

       August 7, 2003                  On July  23,  2003,  Atlas  Minerals  Inc.,  a  Colorado  corporation
                                       ("AMI"),  through a wholly owned  subsidiary,  Atlas Precious  Metals
                                       Inc., a Nevada  corporation,  ("APMI" or the  "Company")  consummated
                                       the transactions  contemplated  under a definitive  Amended Agreement
                                       and  Plan of  Merger  dated as of June 30,  2003,  (the  "Agreement")
                                       between  the  Company and Western  Gold  Resources,  Inc.,  a Florida
                                       corporation,  ("WGR" or  "Seller"),  pursuant to which WGR was merged
                                       with  and  into  the  Company,  with  the  Company  remaining  as the
                                       surviving entity (the "Merger").
       ------------------------------- ----------------------------------------------------------------------
       August 7, 2003                  Press  Release  dated August 5, 2003,  announcing  that,  through its
                                       subsidiary,  Atlas  Precious  Metals  Inc.  ("APMI")  or  with  Atlas
                                       Minerals  collectively  referred to as "Atlas") it has  completed the
                                       acquisition  of  100%  of the  outstanding  shares  of  Western  Gold
                                       Resources,  Inc. ("Western Gold"), a private Florida company, and the
                                       corresponding  merger  of  Western  Gold  with  and  into  APMI  (the
                                       "Merger"), with APMI remaining as the surviving corporation.
       ------------------------------- ----------------------------------------------------------------------

</TABLE>


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: August 13, 2003                By:  /s/ H.R. (Roy) Shipes
                                          ---------------------
                                          H.R. (Roy) Shipes
                                          Chief Executive Officer


Date: August 13, 2003                By:  /s/ Gary E. Davis
                                          -----------------
                                          Gary E. Davis
                                          President and Chief Financial Officer






                                 Page 15 of 15