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

                                   FORM 10-QSB


COMMISSION FILE NO. 1-2714

(Mark One)

(X)  Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 For the quarterly period ended March 31, 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.
                        --------------------------------
                          (Formerly Atlas Corporation)
        (Exact name of small business issuer as specified in its charter)

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

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

                                  303-306-0823
                              ---------------------
                           (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 May 10,  2002,  6,061,518  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 12
<PAGE>



                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Atlas Minerals Inc.


We have reviewed the accompanying  consolidated  balance sheet of Atlas Minerals
Inc.  and  subsidiaries  as of  March  31,  2002  and the  related  consolidated
statements of operations and cash flows for the three-month  periods ended March
31,  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  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

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

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated  balance sheet as of
December  31,  2001,  and the related  consolidated  statements  of  operations,
stockholders'  equity and cash flows (not  presented  herein)  for the year then
ended,  and 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
May 10, 2002



                                  Page 2 of 12
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                                           Atlas Minerals Inc.
                                       Consolidated Balance Sheets
                                             (in Thousands)

                                                                                March 31,  December 31,
                                                                                  2002        2001
-------------------------------------------------------------------------------------------------------
                                                                               (Unaudited)
<S>                                                                            <C>         <C>
ASSETS
  Current assets:
      Cash and cash equivalents                                                   $   233    $   417
      Assets held for sale                                                            250        250
      Prepaid expenses and other current assets                                     1,596      1,575
                                                                                  -------    -------
        Total current assets                                                        2,079      2,242
                                                                                  -------    -------
  Property, plant and equipment                                                         5          5
  Less: accumulated depreciation, depletion and amortization                           (4)        (4)
                                                                                  -------    -------
                                                                                        1          1
  Assets held for sale                                                              1,215      1,192
  Other assets                                                                          5          5
                                                                                  -------    -------
                                                                                  $ 3,300    $ 3,440
                                                                                  =======    =======

LIABILITIES
  Current liabilities:
      Trade accounts payable                                                      $   108    $   139
      Accrued liabilities                                                              56         70
      Estimated reorganization liabilities                                            643        647
                                                                                  -------    -------
        Total current liabilities                                                     807        856
                                                                                  -------    -------

  Estimated reorganization liabilities                                                962        962
  Other liabilities, long-term                                                        138        142
                                                                                  -------    -------
        Total long-term liabilities                                                 1,100      1,104
                                                                                  -------    -------
        Total liabilities                                                           1,907      1,960
                                                                                  -------    -------

Commitments and contingencies

STOCKHOLDERS' EQUITY
  Preferred stock, par $1 per share; authorized 1,000,000; no shares issued and
     outstanding                                                                     --         --
  Common stock, par value $0.01 per share; authorized 100,000,000; issued and
     outstanding, 6,062,000 at March 31, 2002 and December 31, 2001                    61         61
  Capital in excess of par value                                                    2,999      2,999
  Deficit                                                                          (1,667)    (1,580)
                                                                                  -------    -------
        Total stockholders' equity                                                  1,393      1,480
                                                                                  -------    -------
                                                                                  $ 3,300    $ 3,440
                                                                                  =======    =======
See notes to consolidated financial statements.
</TABLE>


                                              Page 3 of 12
<PAGE>


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


                                                          Three Months Ended
                                                              March 31,
                                                       ------------------------
                                                          2002           2001
                                                       ----------    ----------

Costs and expenses:
      General and administrative expenses              $       87    $       50
                                                       ----------    ----------

         Gross operating loss                                 (87)          (50)

Other (income) expense:
      Interest expense                                       --            --
      Interest income                                          (1)           (3)
      Other                                                  --            --
                                                       ----------    ----------

         Loss before income taxes                             (86)          (47)

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

         Net loss                                      $      (86)   $      (47)
                                                       ==========    ==========

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

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

See notes to consolidated financial statements.




                                  Page 4 of 12
<PAGE>
<TABLE>
<CAPTION>

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


                                                                 Three Months Ended
                                                                     March 31,
                                                              ------------------------
                                                                 2002          2001
                                                              ----------    ----------
<S>                                                           <C>           <C>
Operating activities:
     Net loss                                                 $      (86)   $      (47)
     Add (deduct) non-cash items:
        Depreciation, depletion and amortization                    --               1
     Net change in non-cash items
       Related to operations (Note 3)                                (99)         (158)
                                                              ----------    ----------
        Cash used in operating activities                           (185)         (204)
                                                              ----------    ----------

Investing activities:
     Reduction in cash resulting from abandonment of Arisur         --              (6)
     Investment in assets held for sale                              (23)          (24)
     Proceeds from sale of assets held for sale                       28           431
                                                              ----------    ----------
        Cash provided by investing activities                          5           401
                                                              ----------    ----------

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

Increase (decrease) in cash and cash equivalents                    (184)          197

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

     End of period                                            $      233    $      316
                                                              ==========    ==========



See notes to consolidated financial statements.
</TABLE>



                                     Page 5 of 12
<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")   (formerly  Atlas  Corporation)  and  its
     approximately 85% ownership of Atlas Precious Metals Inc.  ("APMI"),  which
     in  turn  owns  approximately  63%  of  Atlas  Gold  Mining  Inc.  ("AGMI")
     (collectively the "Company").

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

                                                        Three Months Ended
                                                             March 31,
                                                     -----------------------
           (in thousands)                               2002          2001
     -----------------------------------------------------------------------
     Add (deduct) items other than cash:
           Accounts receivable                         $   --      $     (2)
           Prepaid expenses and other current assets        (49)        (14)
           Trade accounts payable                           (31)       (133)
           Accrued liabilities                              (15)         (4)
           Other liabilities, long-term                      (4)         (5)
                                                       --------    --------
                                                       $    (99)   $   (158)
                                                       ========    ========

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


                                                        Three Months Ended
                                                             March 31,
                                                     -----------------------
           (in thousands)                               2002          2001
     -----------------------------------------------------------------------
     Interest                                        $     -        $    -
     Income taxes                                          -             -



                                  Page 6 of 12
<PAGE>

     During  the  quarter  ended  March 31,  2001,  the  Company  abandoned  its
     investment in Arisur (Note 4).




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

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

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

4.   On May 9, 1999,  Arisur  defaulted  on a payment of $478,000  due under its
     loan agreement with Corporacion Andina de Fomento ("CAF"). Subsequently CAF
     agreed to restructure the remaining balance of the debt under the condition
     that  Arisur  demonstrate  that it had a  minimum  of four  years of proven
     reserves at a  production  rate of 400 tonnes per day at Arisur's  Andacaba
     mine. In April 2000,  Latinamerican  Investment Advisory Group ("LIAG"), an
     independent Latin American  engineering firm retained by CAF, confirmed the
     required  amount of reserves and recommended  additional  investment in the
     operation in order to assure a  sustainable  production  rate of 400 tonnes
     per day. Despite this report,  the Company and CAF were unable to negotiate
     a  restructuring  of the loan.  During the first quarter of 2001, CAF began
     foreclosure  proceedings  against Arisur,  the Company's  participation  in
     Arisur's  operations  was  terminated,  and 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.



                                  Page 7 of 12
<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).

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. The first two of
these  payments have been made. In exchange,  TRW agreed to transfer back to the
Company  all  common  stock of the  Company


                                  Page 8 of 12
<PAGE>


(146,415  shares) owned by it upon payment of the final  installment.  As of May
10, 2002,  the final  payment and transfer of this stock had not yet taken place
but is expected to occur during the second quarter ending June 30, 2002.

On May 9, 1999,  Arisur  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.

Effective  April  2002,  the  Company  reached  settlement  agreements  with all
insurance carriers regarding the ongoing CGL Claims litigation and received cash
settlement amounts from all but one such carrier. These settlements in aggregate
provided the Company with  $2,308,000  net cumulative  proceeds  during the year
2001 through April 10, 2002. Based on these  agreements,  the Company  estimates
the net amount of the CGL claims to be  $1,549,000  at December 31, 2001,  which
resulted in an increase in the recorded book value of $898,000.

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

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



                                  Page 9 of 12
<PAGE>

CAPITAL RESOURCE REQUIREMENTS

LIQUIDITY

As of March 31, 2002, the Company's working capital was $1,272,000,  compared to
$1,386,000  as of December 31, 2001.  The decrease of $114,000 was primarily the
result of utilizing cash to fund operations for the first quarter. Proceeds from
other assets were $28,000;  however,  this amount was offset by expenses for the
sale  of  assets  held  for  sale  of  $23,000  and  the  payment  of  estimated
reorganization liabilities of $4,000.

As  described  above,  effective  April  2002,  the Company  reached  settlement
agreements  with  all  insurance  carriers  regarding  the  ongoing  CGL  Claims
litigation and received cash  settlement  amounts from all but one such carrier.
These  settlements  in  aggregate  provided  the  Company  with  $2,308,000  net
cumulative  proceeds  during the year 2001 through  April 10, 2002.  The Company
expects these proceeds will be adequate to pay general  administrative and other
routine operating expenses through 2002.

Remaining assets held for sale include the Grassy Mountain property and the Gold
Bar mill and related  assets.  While the Company is  confident  in the  ultimate
realization of these assets,  it cannot be certain as to the timing or the exact
amount of  proceeds  that will be  received.  Future cash  requirements  will be
funded from the sources  noted above  and/or  alternative  sources of  financing
including loans against the aforementioned  assets,  equity financing or project
financing as deemed necessary.

RESULTS OF OPERATIONS

General and  administrative  expenses  for the three months ended March 31, 2002
were $87,000 compared to $50,000 for the comparable  period in 2001.  Director's
fees and expenses  increased  from $6,000 to $19,000.  During the first  quarter
2002, the Board met three times,  the Audit Committee once and the  Compensation
Committee  once,  compared to two Board  meetings in the first  quarter of 2001.
Accounting  expenses  were higher for the three  months  ended March 31, 2002 by
$10,000  over the same  period in 2001 due to  additional  audit and  outsourced
accounting  costs  associated with the preparation of the Company's 2001 10-KSB.
Legal fees also  increased  from $7,000 during first quarter 2001 to $14,000 for
the same  period  in 2002 due to  issues  associated  with the 2001  10-KSB  and
related  securities  disclosure  costs.  Other  professional  fees  increased to
$10,000 for first quarter 2002 as the Company  contracted with a former employee
to  assist  with  general  administrative  matters  and has  incurred  part-time
administrative consulting costs.

Interest  income during the  three-month  period ended March 31, 2002 was $1,000
compared to $3,000 for the three-month period ended March 31, 2001. Interest was
higher in 2001 due to slightly larger cash balances available for investment and
higher interest rates.


                                 Page 10 of 12
<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

                       None

          b.   Reports on Form 8-K

                       None


                                 Page 11 of 12
<PAGE>




SIGNATURES
----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    ATLAS MINERALS INC.
                                    -------------------
                                    (Registrant)


                                    By:/s/ Gary E. Davis
                                       -----------------
                                       Gary E. Davis
                                       President and Chief Financial Officer


Date: May 11, 2002                     /s/ Gary E. Davis
                                       -----------------
                                       Gary E. Davis
                                       President and Chief Financial Officer



                                 Page 12 of 12