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

                                   FORM 10-QSB


COMMISSION FILE NO. 1-2714

(Mark One)

(X)     Quarterly  Report Under Section 13 or 15(d) of the  Securities  Exchange
        Act of 1934 For the quarterly period ended September 30, 2002 or

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

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

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

              10920 W. Alameda Ave., Suite 205, Lakewood, CO 80226
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

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

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

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

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

As of November 12, 2002, 5,915,103  shares of Common Stock, par value $0.01 per
share, were issued and outstanding.

Transitional Small Business Disclosure Format (Check one):

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



                                  Page 1 of 20
<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 September  30, 2002 and the related  consolidated
statements  of  operations  for the  three-month  and  nine-month  periods ended
September  30,  2002 and 2001 and cash flows for the  nine-month  periods  ended
September 30, 2002 and 2001.  These  consolidated  financial  statements are the
responsibility of the Company's management.

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

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

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


HORWATH GELFOND HOCHSTADT PANGBURN, P.C.


Denver, Colorado
November 12, 2002


                                  Page 2 of 20
<PAGE>


PART I.  FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>

                                                Atlas Minerals Inc.
                                            Consolidated Balance Sheets
                                                  (in Thousands)

                                                                                      September 30,   December 31,
                                                                                           2002          2001
----- -----------------------------------------------------------------------------------------------------------
                                                                                       (Unaudited)
<S>                                                                                     <C>           <C>
ASSETS
  Current assets:
      Cash and cash equivalents                                                           $   416      $   417
      Trade and other accounts receivable
                                                                                                7         --
      Assets held for sale                                                                   --            250
      CGL claims receivable
                                                                                             --          1,549
      Prepaid expenses and other current assets                                                41           26
                                                                                          -------      -------
        Total current assets                                                                  464        2,242
                                                                                          -------      -------
  Property, plant and equipment                                                               206            5
  Less: accumulated depreciation, depletion and amortization                                   (8)          (4)
                                                                                          -------      -------
                                                                                              198            1
  Deferred acquisition costs
                                                                                               45         --
  Assets held for sale                                                                      1,004        1,192
  Other assets                                                                                  4            5
                                                                                          -------      -------
                                                                                          $ 1,715      $ 3,440
                                                                                          =======      =======

LIABILITIES
  Current liabilities:
      Trade accounts payable                                                              $    40      $   139
      Accrued liabilities                                                                      32           70
      Estimated reorganization liabilities                                                     32          647
                                                                                          -------      -------
        Total current liabilities                                                             104          856
                                                                                          -------      -------

  Estimated reorganization liabilities                                                        443          962
  Deferred gain                                                                                44         --
  Other liabilities, long-term                                                                132          142
                                                                                          -------      -------
        Total long-term liabilities                                                           619        1,104
                                                                                          -------      -------
        Total liabilities                                                                     723        1,960
                                                                                          -------      -------

Commitments and contingencies

STOCKHOLDERS' EQUITY
  Preferred stock, par $1 per share; authorized 1,000,000; no shares issued and
     outstanding                                                                             --           --
  Common stock, par value $0.01 per share; authorized 100,000,000; issued and
     outstanding, 5,915,000 at September 30, 2002 and 6,062,000 at  December 31, 2001          59           61
  Capital in excess of par value                                                            2,980        2,999
  Deficit                                                                                  (2,047)      (1,580)
                                                                                          -------      -------
        Total stockholders' equity                                                            992        1,480
                                                                                          -------      -------
                                                                                          $ 1,715      $ 3,440
                                                                                          =======      =======
See notes to consolidated financial statements.
</TABLE>

                                                 Page 3 of 20
<PAGE>
<TABLE>
<CAPTION>


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


                                                      Three Months Ended        Nine Months Ended
                                                         September 30,            September 30,
                                                     --------------------      --------------------
                                                       2002         2001         2002         2001
                                                     -------      -------      -------      -------
<S>                                                  <C>          <C>          <C>          <C>
Mining revenue                                       $     5      $  --        $     5      $  --


Costs and expenses:
    Production costs                                      48         --             48         --
    Depreciation, depletion and amortization               4         --              4            2
    General and administrative expenses                  213          125          433          232
                                                     -------      -------      -------      -------

     Gross operating loss                               (260)        (125)        (480)        (234)

Other (income) and expense:
   Interest expense                                     --           --           --              1
   Interest income                                        (2)        --             (7)          (5)
   Impairment of assets held for sale                     60         --             60         --
   Gain on settlement of CGL claims                     --           --            (66)        --
   Other                                                --           --           --             (1)
                                                     -------      -------      -------      -------
     Total other income                                   58         --            (13)          (5)

     Loss before income taxes                           (318)        (125)        (467)        (229)

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

   Net loss                                          $  (318)     $  (125)     $  (467)     $  (229)
                                                     =======      =======      =======      =======

Basic and diluted loss per share of common stock     $ (0.05)     $ (0.02)     $ (0.08)     $ (0.04)
                                                     =======      =======      =======      =======

Weighted average number of common
   shares outstanding                                  5,963        6,064        6,028        6,064
                                                     =======      =======      =======      =======

See notes to consolidated financial statements.

</TABLE>





                                                 Page 4 of 20
<PAGE>
<TABLE>
<CAPTION>


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


                                                                       Nine Months Ended
                                                                         September 30,
                                                                ------------------------------
                                                                    2002              2001
                                                                ------------      ------------
<S>                                                             <C>               <C>
Operating activities:
     Net loss                                                   $       (467)     $       (229)
     Add (deduct) non-cash items
        Impairment of assets held for sale                                60              --
        Gain on settlement of CGL claims                                 (66)             --
        Depreciation, depletion and amortization                           4                 2
     Net change in non-cash items
       Related to operations (Note 3)                                   (190)             (148)
                                                                ------------      ------------
        Cash used in operating activities                               (659)             (375)
                                                                ------------      ------------

Investing activities:
     Additions to property, plant and equipment                         (201)             --
     Reduction in cash resulting from abandonment of Arisur             --                  (6)
     Investment in CGL claims receivable                                 (24)             (320)
     Investment in assets held for sale                                  (71)              (90)
     Settlement of estimated reorganization liabilities                  (50)             --
     Deferred acquisition costs                                          (45)             --
     Proceeds from settlement of CGL receivable                        1,639               710
     Proceeds from sale of assets held for sale                           60                82
                                                                ------------      ------------
        Cash provided by investing activities                          1,308               376
                                                                ------------      ------------

Financing activities:
     Payment of estimated reorganization liabilities                    (650)              (50)
                                                                ------------      ------------
        Cash used in financing activities                               (650)              (50)
                                                                ------------      ------------

Increase (decrease) in cash and cash equivalents                          (1)              (49)

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

     End of period                                              $        416      $         70
                                                                ============      ============



See notes to consolidated financial statements.
</TABLE>



                                         Page 5 of 20
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     In the  opinion  of  Management,  all  adjustments  (consisting  of  normal
     recurring accruals)  considered necessary for a fair presentation have been
     included.  The  results  for  these  interim  periods  are not  necessarily
     indicative of results for the entire year. These statements  should be read
     in conjunction with the consolidated financial statements and notes thereto
     included in the Company's  Annual Report on Form 10-KSB for the fiscal year
     ended December 31, 2001.

2.   The accompanying  consolidated financial statements include the accounts of
     Atlas  Minerals  Inc.  ("Atlas")  and its  subsidiaries  as follows:  Atlas
     Precious Metals Inc. ("APMI") (approximately 85% owned at December 31, 2001
     and 96% owned at September 30, 2002),  which in turn owns Atlas Gold Mining
     Inc. ("AGMI")  (approximately  63% owned at December 31, 2001 and 89% owned
     at September 30, 2002), and as of July 2002,  White Cliffs Mining,  Inc., a
     wholly-owned subsidiary in which the White Cliffs property is held (Note 4)
     (collectively the "Company").

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

                                                                   Nine Months Ended
                                                                     September 30,
                                                       ----------------------------------------
           (in thousands)                                    2002                    2001
     ------------------------------------------------- ------------------     -----------------
     <S>                                               <C>                    <C>
     Add (deduct) items other than cash:
           Trade and other accounts receivable         $            (7)       $            (3)
           Prepaid expenses and other current assets               (35)                   (12)
           Trade accounts payable                                  (99)                   (94)
           Accrued liabilities                                     (39)                   (28)
           Other liabilities, long-term                            (10)                   (11)
                                                       ------------------     -----------------
                                                       $          (190)       $          (148)
                                                       ==================     =================
</TABLE>


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


     Assets abandoned:                                            (thousands)
           Current assets, net of cash and cash equivalents          $2,517
           Property plant and equipment, net                          3,601
           Long-lived assets                                             17
                                                                     ------
                                                                      6,135
                                                                     ------
     Liabilities abandoned:
           Current liabilities                                        5,710
           Long-term liabilities                                        431
                                                                     ------
                                                                      6,141
                                                                     ------

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



                                  Page 6 of 20
<PAGE>

4.   In June 2002,  the Company  purchased the White Cliffs  Diatomite  Mine and
     processing  facilities  located  approximately  30 miles  north of  Tucson,
     Arizona ("White Cliffs") for $50,000. The property,  which has been dormant
     for several  years,  consists of  approximately  3,200 acres of  unpatented
     placer claims, a fully permitted mine and a processing plant with a nominal
     annual capacity of at least 50,000 tons of finished  product.  The property
     was purchased  from  Arimetco,  Inc.,  of which the Company's  Chairman and
     Chief  Executive  Officer,  is President.  Through  September 30, 2002, the
     Company purchased approximately $147,000 of operating equipment in order to
     place the White Cliffs  property in commercial  operation.  During the last
     week of September 2002, White Cliffs shipped 44 tons of product to a single
     customer  under a 220-ton  contract,  with an  additional  71 tons  shipped
     during October 2002.

5.   In July 2002, the Company paid its one secured creditor, who held a lien on
     the Gold Bar mill  site and  equipment  as part of a  Court-approved  claim
     against  the  Company,  $60,000.  The  secured  creditor  is the  Company's
     President and Chief Financial Officer.

6.   During the third quarter 2002, the Company and the Pension Benefit Guaranty
     Corporation   (PBGC)  entered  into  a  transaction   whereby  the  Company
     effectively   settled   a   portion   of  its   "estimated   reorganization
     liabilities".  The  Company  paid  $50,000 to PBGC in  exchange  for PBGC's
     rights to receive  future  creditor  distributions  under APMI's and AGMI's
     2000  bankruptcy  reorganization  plan as well as to acquire the portion of
     APMI's and AGMI's  outstanding common stock owned by PBGC. The common stock
     owned by PBGC  consisted of 133 common share of APMI (11.41% of outstanding
     shares) and 391 common shares of AGMI (25.78% of outstanding shares). Under
     the bankruptcy  reorganization  plan, APMI and AGMI are to sell the "assets
     held for sale" and distribute the related proceeds to their  creditors.  At
     September  30, 2002,  APMI and AGMI have no other  assets.  Therefore,  the
     Company  believes that the common stock acquired from PBGC has little to no
     fair value as of September  30, 2002 and the Company  allocated the $50,000
     cash  paid to the  effective  settlement  of the  estimated  reorganization
     liabilities.  The  carrying  value  of  PBGC's  portion  of  the  estimated
     reorganization  liabilities  was  approximately  $94,000.  The  Company has
     deferred the $44,000  settlement  gain because the ultimate  realization of
     the  gain is not  assured  until  APMI  and  AGMI  sell  their  assets  and
     distribute the proceeds,  which  management  expects to occur over the next
     several years.

7.   In September 2002, the Company signed a 120-day  exclusive option agreement
     to acquire  100% of the  outstanding  shares of Western Gold  Resources,  a
     private  Florida  company whose primary asset is the Estrades  polymetallic
     mine.  During the option  period,  the Company will conduct  extensive  due
     diligence  of the property  and seek  financing  for the project as will be
     required   should  the  Company   exercise  the  option  and  proceed  with
     development.

     Assuming  positive  results from the due  diligence  and approval  from the
     Board and, as required,  by the Company's  shareholders,  the Company would
     subsequently merge with Western Gold Resources.  The Board has approved the
     terms of the merger,  which  contemplates the issuance of 1.2 common shares
     of the Company for each share of Western Gold, payment of $150,000 in cash,
     and other considerations.  Western Gold has outstanding  11,550,000 shares.
     The primary  shareholder of Western Gold  Resources is the Company's  Chief
     Executive  Officer.  The Company has spent $45,000 as of September 30, 2002



                                  Page 7 of 20
<PAGE>

     in deferred acquisition costs relating to this option agreement. Should the
     Company exercise the option  agreement,  the related  deferred  acquisition
     costs  will be added to the  purchase  price and  allocated  to the  assets
     acquired.  If the  Company  does not  exercise  the option  agreement,  the
     deferred acquisition costs will be expensed.

8.   Ongoing management  assessment of the carrying value of the assets held for
     sale at Gold Bar resulted in third quarter 2002  reductions in the carrying
     value of  assets  held for sale and the  related  estimated  reorganization
     liabilities  of $450,000  and  $390,000,  respectively,  and an  impairment
     charge  of  $60,000.  The  impairment  was  deemed  necessary  due  to  the
     continuing  depression  in the mining  industry  and less than  anticipated
     equipment sales during the year.

9.   On August 9,  2002,  stock  options  for  125,000  shares  were  granted to
     employees under the Atlas Minerals Inc. 2001 Stock Option Plan. The options
     granted were at an exercise price of $.21, being the quoted market price of
     the Company's shares at the date of grant, and expire on August 9, 2007.


                                  Page 8 of 20
<PAGE>


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

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

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

     RECENT EVENTS

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

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

     Effective  May  2002,  the  Company  received  cash  settlements  from  all
     insurance  carriers  regarding  the  ongoing CGL Claims  litigation.  These
     settlements in aggregate  provided the Company with  $2,373,000  cumulative
     net  proceeds  during the year 2001  through May 21,  2002.  Based on these
     agreements,  Management  determined the recorded book value of the asset at



                                  Page 9 of 20
<PAGE>

     December 31, 2001 was  undervalued  and  increased  the  carrying  value by
     $898,000.  The final  resolution  of such  claims  resulted  in a gain from
     settlement of CGL claims during second quarter 2002 of $66,000.

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

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

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

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

     In July  2002,  the  Company  incorporated  in  Arizona a new  wholly-owned
     subsidiary,  White Cliffs Mining,  Inc., in which the White Cliffs mine and
     related  assets will be held.  Through  September 30, 2002, the Company has
     purchased  approximately  $147,000 of operating equipment.  In August 2002,
     the Company  commenced  commercial  mining  operations  on its White Cliffs
     diatomite  mine.  During  the last week of  September  2002,  White  Cliffs
     shipped 44 tons of product to a single  customer under a 220-ton  contract,
     with an additional 71 tons shipped during October 2002.

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



                                  Page 10 of 20
<PAGE>

     In September 2002, the Company signed a 120-day  exclusive option agreement
     to acquire  100% of the  outstanding  shares of Western Gold  Resources,  a
     private  Florida  company whose primary asset is the Estrades  polymetallic
     mine.  During the option  period,  the Company will conduct  extensive  due
     diligence  of the property  and seek  financing  for the project as will be
     required   should  the  Company   exercise  the  option  and  proceed  with
     development.

     The  Estrades  property,  located  approximately  120  miles  northwest  of
     Val-d'Or in  northwestern  Quebec,  hosts a  polymetallic  deposit known to
     contain gold, silver, lead, copper and zinc. The Estrades property consists
     of a fully  developed mine and mine complex.  The mine was last operated in
     1992 before  reportedly  being idled due to depressed metal prices and high
     contract mining and toll milling costs.

     Based on the preliminary  results of the due diligence work on the Estrades
     property,  current conceptual operating plans envision a mining rate of 500
     tonnes per day. Both a copper  concentrate and a zinc concentrate  would be
     produced.   The  Company  is  currently   evaluating  the   possibility  of
     constructing a mill on site to produce the  concentrates as opposed to toll
     milling.

     Assuming  positive  results from the due  diligence  and approval  from the
     Board and, as required,  by the Company's  shareholders,  the Company would
     subsequently merge with Western Gold Resources.  The Board has approved the
     terms of the merger,  which  contemplates the issuance of 1.2 common shares
     of the Company for each share of Western Gold, payment of $150,000 in cash,
     and other considerations.  Western Gold has outstanding  11,550,000 shares.
     The primary  shareholder of Western Gold  Resources is the Company's  Chief
     Executive Officer.

     During the third quarter 2002, the Company and the Pension Benefit Guaranty
     Corporation   (PBGC)  entered  into  a  transaction   whereby  the  Company
     effectively   settled   a   portion   of  its   "estimated   reorganization
     liabilities".  The  Company  paid  $50,000 to PBGC in  exchange  for PBGC's
     rights to receive  future  creditor  distributions  under APMI's and AGMI's
     2000  bankruptcy  reorganization  plan as well as to acquire the portion of
     APMI's and AGMI's  outstanding common stock owned by PBGC. The common stock
     owned by PBGC  consisted of 133 common share of APMI (11.41% of outstanding
     shares) and 391 common shares of AGMI (25.78% of outstanding shares). Under
     the bankruptcy  reorganization  plan, APMI and AGMI are to sell the "assets
     held for sale" and distribute the related proceeds to their  creditors.  At
     September  30, 2002,  APMI and AGMI have no other  assets.  Therefore,  the
     Company  believes that the common stock acquired from PBGC has little to no
     fair value as of September  30, 2002 and the Company  allocated the $50,000
     cash  paid to the  effective  settlement  of the  estimated  reorganization
     liabilities.  The  carrying  value  of  PBGC's  portion  of  the  estimated
     reorganization  liabilities  was  approximately  $94,000.  The  Company has
     deferred the $44,000  settlement  gain because the ultimate  realization of
     the  gain is not  assured  until  APMI  and  AGMI  sell  their  assets  and
     distribute the proceeds,  which  management  expects to occur over the next
     several years.

     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,



                                  Page 11 of 20
<PAGE>

     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 AND LIQUIDITY

     As of September  30, 2002,  the  Company's  working  capital was  $360,000,
     compared to $1,386,000 as of December 31, 2001.  The decrease of $1,026,000
     was primarily the result of utilizing cash to fund  operations for the nine
     months of 2002.  Proceeds from CGL claims were  $1,639,000;  however,  this
     amount was offset by  expenses  for the CGL  receivables  of  $25,000,  the
     payment of estimated reorganization  liabilities of $650,000,  additions to
     property,  plant and  equipment  of $201,000,  settlement  of APMI and AGMI
     estimated reorganization liabilities of $50,000, deferred acquisition costs
     on the Estrades  property of $45,000 and a reduction of current assets held
     for sale of $200,000.

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

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

     Final pieces of mobile  equipment were purchased and commercial  operations
     commenced  on the White  Cliffs  property  during the most recent  quarter.
     Pending completion of ongoing marketing studies,  should the Company decide
     to install a calciner  at the mill,  up to an  additional  $100,000  may be
     required.  However,  it is currently  the intention of the Company to trade
     where  possible  idled  equipment  at the  Gold  Bar  mill  for  additional
     equipment needs at White Cliffs.

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

     RESULTS OF OPERATIONS

     The Company had revenues  from  production of diatomite at the White Cliffs
     property,  which commenced  mining  operations in August,  of $5,000 during
     both the  three-month  and  nine-month  periods  ended  September  30, 2002
     compared to zero for comparable  periods in 2001.  Production costs,  which
     included  expenses  associated  with mill  start-up at White  Cliffs,  were
     $48,000 during both the three-month and nine-month  periods ended September
     30, 2002 compared to zero for comparable periods in 2001.

     General and administrative expenses for the nine months ended September 30,
     2002 were $433,000  compared to $232,000 for the comparable period in 2001.
     Salaries and benefit costs  increased  for the nine months ended  September
     30,  2002 to $127,000  from  $59,000  during the same  period in 2001.  The



                                  Page 12 of 20
<PAGE>

     increase in salaries and benefits is due to hiring 2 non-production related
     employees  at White  Cliffs,  amounting  to $15,000  in  related  labor and
     benefit  costs,  and an increase in employees at the parent  company from 1
     during the nine month period in 2001 to 3 at September 30, 2002. Directors'
     fees and expenses increased from $22,000 to $33,000.  During the first nine
     months of 2002, the Board met five times, the Audit Committee twice and the
     Compensation  Committee twice, compared to four Board meetings in the first
     nine months of 2001.  Other  professional  fees increased from zero for the
     first  nine  months of 2001 to  $92,000  for the same  period in 2002.  The
     increase  in other  professional  fees is due to the  hiring on a  contract
     basis a mine manager and various other consultants at White Cliffs prior to
     employment,  $48,000;  contracting  with a former  employee  to assist with
     general  administrative  matters,  $21,000;  the  retaining of a compliance
     specialist,  $9,000; and outsourcing a part-time administrative  assistant,
     $9,000. Insurance costs increased from $18,000 for the first nine months of
     2001 to $36,000 for the comparable period in 2002 due to increased premiums
     for additional  coverage for the Company's directors and officers insurance
     which became  effective in February  2002.  During the first nine months of
     2002, travel and entertainment  costs were $22,000 compared to zero for the
     same period in 2001 due to travel  related to the White  Cliffs  project of
     $8,000  and  other  travel  by the  Company  executives  to visit  existing
     properties  and promote the Company of $14,000.  Partially  offsetting  the
     above  increases  was a $45,000  decrease in legal fees for the nine months
     ended September 30, 2002 of $29,000 compared to $74,000 for the same period
     in 2001.  The fees  related to the 2001 period were higher due to the legal
     fees  associated  with the take-over bid by the new management in September
     2001.

     General  and  administrative  expenses  for the  three-month  period  ended
     September  30, 2002 were $213,000  compared to $125,000 for the  comparable
     period in 2001.  The  increase  in costs  during the  quarter of $88,000 is
     primarily  due to the  higher  fees paid to outside  professionals,  higher
     insurance premiums and higher travel costs as discussed above. In addition,
     salary and benefits for the quarter  ended  September 30, 2002 were $81,000
     compared  to $18,000 for the same  period in 2001.  The  increase is due to
     having  three  employees  at the  parent  company  and  two  non-production
     employees at White Cliffs  during third quarter 2002 versus one during most
     of third quarter 2001.

     Interest  income was $7,000 for the nine-month  period ended  September 30,
     2002 versus  $5,000 for the same period in 2001.  Although the average cash
     balance was higher  during the nine month  period in 2002,  interest  rates
     were lower during 2002 versus 2001 resulting in little variance between the
     two periods.

     During the  three-month  period  ended  September  30,  2002,  the  Company
     recorded a $60,000 impairment of assets held for sale relating to Gold Bar.
     The  impairment  charge was the net result of reducing  the assets held for
     sale by $450,000 and the related  estimated  reorganization  liabilities by
     $390,000.

     The gain on  settlement  of CGL  claims of $66,000  during the nine  months
     ended  September  30, 2002 arose as the  anticipated  net proceeds from the
     final cash receipts  exceeded the carrying  value of the CGL claims and the
     related estimated reorganization liabilities.

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

On November 11, 2002 ("Evaluation Date"), the Company's management concluded its
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and  procedures.  As of the Evaluation  Date, the Company's



                                  Page 13 of 20
<PAGE>

President and Chief Financial  Officer and its Chief Executive Officer concluded
that the Company maintains disclosure controls and procedures that are effective
in providing  reasonable  assurance that information required to be disclosed in
the  Company's  reports  under  the  Securities  Act of 1934  (Exchange  Act) is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated  to the  Company's  management,  including  its President and Chief
Financial  Officer and its Chief Executive  Officer,  as  appropriate,  to allow
timely  decisions  regarding  required  disclosure.   The  Company's  management
necessarily  applied its  judgment in  assessing  the costs and benefits of such
controls and  procedures,  which,  by their nature,  can provide only reasonable
assurance  regarding  management's  control  objectives.   There  have  been  no
significant  changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the Evaluation Date.







                                  Page 14 of 20
<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.                         Page    19

          99.2    Certification of Chief Financial Officer
                  pursuant to 18 U.S.C. 1350.                         Page    20

     b.   Reports on Form 8-K

          A press  release dated August 22, 2002 and filed on September 4, 2002,
          with  the  Securities  and  Exchange   Commission,   announcing   that
          commercial mining  operations  commenced on the Company's White Cliffs
          diatomite  mine in Arizona,  with first  production  from the property
          pre-sold primarily as livestock feed supplement.

          A press  release  dated  and  filed on  September  9,  2002,  with the
          Securities  and Exchange  Commission,  announcing a 120-day  exclusive
          option agreement to acquire 100% of the outstanding  shares of Western
          Gold  Resources,  a private Florida company whose primary asset is the
          Estrades  polymetallic mine located in Quebec and which asset consists
          of a fully developed mine and mine complex.  During the option period,
          the Company will conduct  extensive  due diligence of the property and
          seek financing for the project as will be required  should the Company
          exercise the option and proceed with development.



                                  Page 15 of 20
<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: November 12, 2002             By:  /s/ H.R. (Roy) Shipes
                                         ---------------------
                                         H.R. (Roy) Shipes
                                         Chief Executive Officer


Date: November 12, 2002             By:  /s/ Gary E. Davis
                                         -----------------
                                         Gary E. Davis
                                         President and Chief Financial Officer












                                  Page 16 of 20
<PAGE>


CERTIFICATION  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  officers 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 we 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; and
          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of that date;

     5. The registrant's  other certifying  officers and I have disclosed 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  officers and I have indicated in this
     quarterly 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:  November 12, 2002
                              /s/ H.R. (Roy) Shipes
                              ----------------------
                              H.R. (Roy) Shipes
                              Chief Executive Officer




                                  Page 17 of 20
<PAGE>



CERTIFICATION  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  officers 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
         we 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; and
          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of that date;

     5.  The registrant's other certifying  officers and I have disclosed 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 officers and I have indicated in this
         quarterly  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:  November 12, 2002
                                       /s/ Gary E. Davis
                                       ------------------
                                       Gary E. Davis
                                       President and Chief Financial Officer


                                  Page 18 of 20
<PAGE>

Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Quarterly  Report of Atlas Minerals Inc. (the "Company")
on Form  10-QSB for the period  ending  September  30,  2002,  as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  I, H.R.
(Roy) Shipes,  Chief Executive Officer of the Company,  certify,  pursuant to 18
U.S.C.  section 1350, as adopted  pursuant to section 906 of the  Sarbanes-Oxley
Act of 2002 that:

1)   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934, and

2)   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

By:       /s/ H.R. (Roy) Shipes
          ------------------------
          H.R. (Roy) Shipes
          Chief Executive Officer
          November 12, 2002




                                  Page 19 of 20
<PAGE>



Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Quarterly  Report of Atlas Minerals Inc. (the "Company")
on Form  10-QSB for the period  ending  September  30,  2002,  as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Gary E.
Davis,  Chief Financial Officer of the Company,  certify,  pursuant to 18 U.S.C.
section 1350, as adopted  pursuant to section 906 of the  Sarbanes-Oxley  Act of
2002 that:

1)   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934, and

2)   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

By:       /s/ Gary E. Davis
          -----------------
          Gary E. Davis
          Chief Financial Officer
          November 12, 2002



                                  Page 20 of 20