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, 2000 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.)

                    2323 S. Troy St, Suite 5-210, Aurora, CO        80014
                     --------------------------------------       --------
                    (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     No  X
                                    -----  -----

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 April 15, 2001, 6,063,906 shares of Common Stock, par value $0.01 per
share, were issued and outstanding.

Transitional Small Business Disclosure Format (Check one):

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

<PAGE>


                          Independent Auditors' Report



The Board of Directors and Stockholders
Atlas Minerals Inc.


We have reviewed the accompanying consolidated balance sheet of Atlas Minerals
Inc. and subsidiaries as of September 30, 2000 (Reorganized Company) and the
related consolidated statements of operations and cash flows for the three and
nine month periods then ended (Reorganized Company). These consolidated
financial statements are the responsibility of the Company's management.

We conducted our review 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 generally accepted auditing standards, 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 review, 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 generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, on December 11,
1999, Atlas Minerals Inc. and two of its  subsidiaries  emerged from bankruptcy.
The  consolidated  financial  statements of the Reorganized  Company reflect the
impact of adjustments to reflect the fair value of assets and liabilities  under
fresh start reporting. As a result, the consolidated financial statements of the
Reorganized  Company  are  presented  on a  different  basis  than  those of the
Predecessor Entity and, therefore, are not comparable in all respects.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1999, and the
related consolidated statements of operations, stockholders' equity and cash
flows (not presented herein) for the periods described in our report dated March
16, 2000, we expressed an unqualified opinion on those consolidated financial
statements, with a going concern emphasis paragraph. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
December 31, 1999, is fairly stated in all material respects, in relation to the
consolidated balance sheet from which it has been derived.


/s/ HORWATH GELFOND HOCHSTADT PANGBURN, P.C.
--------------------------------------------
HORWATH GELFOND HOCHSTADT PANGBURN, P.C.


Denver, Colorado
May 9, 2001

                                  Page 2 of 13


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<CAPTION>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.
         --------------------
                                                Atlas Minerals Inc.
                                           (Formerly Atlas Corporation)
                                            Consolidated Balance Sheets
                                                  (in Thousands)
                                                                                    September 30,    December 31,
                                                                                        2000            1999
-----------------------------------------------------------------------------------------------------------------
                                                                                     (Unaudited)
ASSETS
  Current assets:
     <S>                                                                              <C>             <C>
     Cash and cash equivalents                                                        $    124        $    202
     Accounts receivable - trade                                                         1,074             583
     Accounts receivable - other                                                           391             183
     Assets held for sale                                                                  450             735
     Inventories                                                                         1,099           1,036
     Prepaid expenses and other current assets                                             424             425
                                                                                      --------        --------
       Total current assets                                                              3,562           3,164
                                                                                      --------        --------
  Property, plant and equipment                                                          4,333           4,732
  Less: accumulated depreciation, depletion and amortization                              (590)            (54)
                                                                                      --------        --------
                                                                                         3,743           4,678
  Assets held for sale                                                                   1,215           1,130
  Other assets                                                                           1,008           1,122
                                                                                      --------        --------
                                                                                      $  9,528        $ 10,094
                                                                                      ========        ========

LIABILITIES
  Current liabilities:
     Trade accounts payable                                                           $    754        $    549
     Accrued liabilities                                                                   833             767
     Short-term debt                                                                     4,401           3,849
     Estimated reorganization liabilities                                                  211             304
                                                                                      --------        --------
       Total current liabilities                                                         6,199           5,469
                                                                                      --------        --------

  Estimated reorganization liabilities                                                   1,117           1,029
  Other liabilities, long-term                                                             588             628
                                                                                      --------        --------
       Total long-term liabilities                                                       1,705           1,657
                                                                                      --------        --------
       Total liabilities                                                                 7,904           7,126
                                                                                      --------        --------

Commitments and contingencies

STOCKHOLDERS' EQUITY
  Preferred stock, par $1 per share; authorized 1,000,000; no shares issued and
     outstanding                                                                          --              --
  Common stock to be issued (0 shares at September 30, 2000 and 5,154,000 shares at
     December 31, 1999)                                                                   --             2,601
  Common stock, par value $0.01 per share; authorized 100,000,000; issued and
     outstanding, 6,063,906 at September 30, 2000 and 909,548 at December 31, 1999          61               9
  Capital in excess of par value                                                         2,999             450
  Deficit                                                                               (1,436)            (92)
                                                                                      --------        --------
       Total stockholders' equity                                                        1,624           2,968
                                                                                      --------        --------
                                                                                      $  9,528        $ 10,094
                                                                                      ========        ========


                                  See notes to consolidated financial statements

                                                   Page 3 of 13

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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


                                                      Three Months Ended           Nine Months Ended
                                                        September 30,                September 30,
                                                 --------------------------   ---------------------------
                                                     2000          1999           2000           1999
                                                 (Reorganized  (Predecessor   (Reorganized   (Predecessor
                                                   Company)       Entity)        Company)       Entity)
---------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>            <C>            <C>
Mining revenue                                     $   707        $ 1,297        $ 2,376        $ 2,999
Costs and expenses:
   Production costs                                    697          1,178          2,232          2,883
   Depreciation, depletion and amortization            178            272            533            834
   Impairment of mineral property                     --             --              683           --
   Shutdown and standby costs                         --               92           --              270
   General and administrative expenses                  66            169            305            610
   Geological and land holding costs                  --               36           --               86
                                                   -------        -------        -------        -------

     Gross operating loss                             (234)         (450)         (1,377)        (1,684)

Other (income) and expense:
   Interest expense                                    114             88            323            252
   Interest income                                    --              (10)            (2)          (113)
   Other                                              (333)           (27)          (354)           (64)
                                                   -------        -------        -------        -------
     Loss before reorganization items and
        income taxes                                   (15)          (501)        (1,344)        (1,759)

Reorganization items:
   Legal fees                                         --              (88)          --             (283)
   Other                                              --               (6)          --              (15)
                                                   -------        -------        -------        -------

     Loss before income taxes                          (15)          (595)        (1,344)        (2,057)

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

   Net loss                                        $   (15)       $  (595)       $(1,344)       $(2,057)
                                                   =======        =======        =======        =======

Basic and diluted loss per share of common stock   $ (0.00)       $ (0.65)       $ (0.22)       $ (2.24)
                                                   =======        =======        =======        =======

Weighted average number of common
   Shares outstanding                                6,064            922          6,064            920
                                                   =======        =======        =======        =======


                             See notes to consolidated financial statements.

                                                Page 4 of 13
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<TABLE>
<CAPTION>


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

                                                              Nine Months Ended
                                                                September 30,
                                                        ----------------------------
                                                            2000            1999
                                                        (Reorganized    (Predecessor
                                                          Company)         Entity)
------------------------------------------------------------------------------------

Operating activities:
    <S>                                                   <C>             <C>
     Net loss                                             $(1,344)        $(2,057)
     Add (deduct) non-cash items:
        Depreciation, depletion and amortization              534             834
        Impairment of mineral property                        683            --
     Net change in non-cash items
       Related to operations (Note 4)                        (572)            178
                                                          -------         -------
        Cash used in operating activities                    (699)         (1,045)
                                                          -------         -------

Investing activities:
     Additions to property, plant and equipment              (240)           (494)
     Proceeds from sale of equipment                         --                70
     Additions to restricted cash                            --              (250)
     Investment in assets held for sale                      (119)           --
     Proceeds from sale of assets held for sale               319           2,643
     Investment in other assets                               (23)           --
     Proceeds from realization of other assets                137            --
                                                          -------         -------
        Cash provided by investing activities                  74           1,969
                                                          -------         -------

Financing activities:
     Net repayment of short-term debt                        --            (1,005)
     Net borrowings of short-term debt                        552             541
     Payment of reorganization liabilities                     (5)           --
                                                          -------         -------
        Cash provided by (used in) financing activities       547            (464)
                                                          -------         -------

Increase (decrease) in cash and cash equivalents              (78)            460

Cash and cash equivalents:
     Beginning of period                                      202               4
                                                          -------         -------

     End of period                                        $   124         $   464
                                                          =======         =======


                  See notes to consolidated financial statements.

                                    Page 5 of 13
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<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, 1999.

2.   The accompanying consolidated financial statements include the accounts of
     Atlas Minerals Inc. ("Atlas") (formerly Atlas Corporation) and its
     wholly-owned subsidiary, Arisur Inc. ("Arisur") 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" or "Reorganized Company"). Prior to December 11, 1999, the date
     of confirmation of its plan of reorganization (the "Reorganization Plan")
     under the U.S. Bankruptcy Code, APMI was wholly-owned by Atlas which in
     turn owned 100% of AGMI (the "Predecessor Entity"). References to the
     Predecessor Entity throughout the financial statements refer to Atlas and
     its subsidiaries to December 11, 1999 and references to the Reorganized
     Company refer to Atlas and its subsidiaries from and after December 12,
     1999. In connection with the reorganization, the Company completed a 1 for
     30 reverse stock split. All share and per share amounts in the accompanying
     consolidated financial statements have been restated to reflect the reverse
     split.

3.   The Company recorded the transactions related to the reorganization
     effective December 11, 1999, the confirmation date of the Reorganization
     Plan, in accordance with SOP 90-7, "Financial Reporting by Entities in
     Reorganization Under the Bankruptcy Code." The emergence from the Chapter
     11 proceeding resulted in the creation of a new reporting entity without
     any accumulated deficit and with the Company's assets restated to their
     estimated values. Adjustments to pre-petition liabilities were treated as
     an extraordinary item - gain from early extinguishment of debt, and
     adjustments to assets and liabilities in the revaluation of the Reorganized
     Company were recorded as fresh-start adjustments. Approximately 5,154,000
     shares of common stock have been issued in connection with the
     Reorganization Plan resulting in 6,064,000 shares outstanding. Shares not
     yet issued as of December 31, 1999 were recorded as "common stock to be
     issued" in the accompanying consolidated balance sheet as of December 31,
     1999.

     In determining the value of the Reorganized Company under fresh-start
     reporting, the Company utilized several valuation techniques, depending
     upon the nature of the asset being valued. Arisur was valued using a
     discounted cash flow model, representing the discounted value of projected
     cash flows over the remaining reserve life, adjusted for liabilities of
     Arisur and expected liquidation values at the end of the mine life. Other
     assets were valued based upon estimates of liquidation values from the most
     reliable source available including appraisals and professional estimates
     of value and recent or proposed transactions of a similar nature. Estimated
     reorganization liabilities, representing estimated payments to be made to

                                  Page 6 of 13

<PAGE>


     the creditors upon liquidation of the assets discussed above, were recorded
     at the calculated amount under the Reorganization Plan given the estimated
     realizable value of the underlying asset. Based upon the above analysis,
     the post-confirmation going concern value of the Reorganized Company was
     estimated to be $3.1 million.

     The Company's results of operations for the period subsequent to December
     11, 1999 have not been prepared on a basis of accounting consistent with
     its results of operations for periods prior to December 11, 1999 due to the
     implementation of fresh-start reporting. The reorganization adjustments
     primarily affect depreciation and amortization.

4.   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:

                                                          Nine Months Ended
                                                            September 30,
                                                     --------------------------
                                                         2000          1999
                                                     (Reorganized  (Predecessor
           (thousands)                                  Company)      Entity)
     --------------------------------------------------------------------------
     Add (deduct) items other than cash:
           Accounts receivable                        $   (699)     $    (193)
           Inventories                                     (63)           156
           Prepaid expenses and other current assets         1            (96)
           Restricted cash                                -               190
           Other assets                                   -               (84)
           Trade accounts payable                          204           (194)
           Accrued liabilities                              49            233
           Other liabilities, long-term                    (64)           166
                                                      --------      ---------
                                                      $   (572)     $     178
                                                      ========      =========

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

                                                    Nine Months Ended
                                                      September 30,
                                           -------------------------------------
                                           2000 (Reorganized  1999 (Predecessor
           (thousands)                         Company)           Entity)
     ---------------------------------------------------------------------------
     Interest                                 $    111           $    225
     Income taxes                                  -                  -

     During the nine months ended September 30, 2000, the Company issued
     5,154,000 shares to former creditors, management and employees of Atlas in
     connection with Reorganization Plan. These shares had been recorded in
     common stock to be issued at December 31, 1999 and transferred to common
     stock and capital in excess of par value upon issuance.

5.   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

                                  Page 7 of 13

<PAGE>


     per day. Despite this report, the Company and CAF were unable to negotiate
     a restructuring of the loan. The Company investigated all feasible actions
     to continue the Arisur operations. These actions included investigating
     alternative sources of debt and equity financing in order to provide
     additional investment to Arisur, and consideration of possible
     restructuring of the Arisur operations. These actions continued into the
     first quarter of 2001 and ultimately proved unsuccessful due to weakness in
     mineral prices, continuing losses from Arisur's operations, and the
     inability to identify alternative sources of debt or equity financing at
     costs acceptable to management. During the first quarter of 2001, CAF began
     foreclosure proceedings against Arisur. At that time the Company decided to
     effectively abandon its investment in Arisur and concentrate its remaining
     resources on other opportunities. Accordingly, during the nine months ended
     September 30, 2000, the Company recorded an impairment charge of $683,000
     related to the Andacaba mine. The impairment charge was measured based on
     the amount by which the carrying value of the property exceeded its
     estimated fair value. Atlas Minerals, Inc. and its other subsidiaries have
     not guaranteed any liabilities of Arisur.

6.   In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     Accounting for Derivative Instruments and Hedging Activities. This
     statement, as amended, is effective for fiscal years beginning after June
     15, 2000. Currently, the Company does not have any derivative financial
     instruments and does not participate in hedging activities. Therefore,
     management believes that SFAS No. 133 will not have an impact on its
     financial position or results of operations.

     In December 1999, the staff of the Securities and Exchange Commission
     issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
     Financial Statements. SAB No. 101, as amended by SAB No. 101A and SAB No.
     101B, is effective no later than the fourth fiscal quarter of fiscal years
     beginning after December 15, 1999. SAB No. 101 provides the Staff's views
     in applying generally accepted accounting principles to selected revenue
     recognition issues. The Company believes that it complies with the
     accounting and disclosure described in SAB No. 101; therefore, management
     believes that SAB No. 101 will not impact the Company's financial
     statements.

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

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

     Statements which are not historical facts contained in this Form 10-QSB are
     forward looking statements that involve risks and uncertainties that could
     cause actual results to differ from projected results. Factors that could
     cause actual results to differ materially include, among others: general
     economic conditions, metal and mineral prices, political events in foreign
     countries, the risks associated with foreign operations generally, the
     timing of receipt of necessary governmental permits, climatic conditions,
     labor relations, availability and cost of material and equipment, the
     actual configuration of ore bodies, delays in anticipated start-up dates,
     environmental risks, the results of financing efforts and other risk
     factors detailed in the Company's Form 10-KSB and 8-K filed with the
     Securities and Exchange Commission.

     RECENT EVENTS

     In September 1998, the Predecessor Entity filed a petition for relief under
     Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy
     Court of the District of Colorado (the "Court"). On January 26, 1999, APMI

                                  Page 8 of 13

<PAGE>


     and AGMI also filed for relief under Chapter 11. The Company's other
     subsidiary, Arisur did not file for Chapter 11 protection. Under a plan of
     reorganization approved by the Court on December 11, 1999 (the
     "Reorganization Plan"), primarily all of Atlas', APMI, and AGMI's
     liabilities were discharged for consideration of stock in the Reorganized
     Company and contingent cash distributions to be made upon the
     sale/realization of certain assets of the Reorganized Company. Arisur's
     liabilities were not affected by the reorganization.

     As a result of the Reorganization Plan, the Predecessor Entity ceased to
     exist on December 11, 1999 and the Reorganized Company came into existence
     on the same date. The Company's results of operations for the period
     subsequent to December 11, 1999 have not been prepared on a basis of
     accounting consistent with its results of operations for periods prior to
     December 11, 1999 due to the implementation of fresh-start reporting upon
     Atlas' emergence from bankruptcy. The reorganization adjustments primarily
     affect depreciation and amortization. For purposes of the following
     discussion, there is no distinction made between the Predecessor Entity and
     the Reorganized Company since, with the exception of depreciation and
     amortization, the results of operations are comparable between periods.
     Accordingly, references to the "Company" in the discussion that follows
     will refer both to the Predecessor Entity and the Reorganized Company.

     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. The Company investigated all feasible actions
     to continue the Arisur operations. These actions included investigating
     alternative sources of debt and equity financing in order to provide
     additional investment to Arisur, and consideration of possible
     restructuring of the Arisur operations. These actions continued into the
     first quarter of 2001 and ultimately proved unsuccessful due to weakness in
     mineral prices, continuing losses from Arisur's operations, and the
     inability to identify alternative sources of debt or equity financing at
     costs acceptable to management. During the first quarter of 2001, CAF began
     foreclosure proceedings against Arisur. At that time the Company decided to
     effectively abandon its investment in Arisur and concentrate its remaining
     resources on other opportunities. Accordingly, during the nine months ended
     September 30, 2000, the Company recorded an impairment charge of $683,000
     related to the Andacaba mine. Atlas Minerals, Inc. and its other
     subsidiaries have not guaranteed any liabilities of Arisur.



     CAPITAL RESOURCE REQUIREMENTS

     Liquidity

     As of September 30, 2000, the working capital deficit was $2,637,000,
     compared to $2,305,000 as of December 31, 1999. The Company's current ratio
     at September 30, 2000 was .57 to 1, compared to .58 to 1 at December 31,
     1999. The decrease during the period was primarily a result of operating
     losses during the period and additional short-term borrowing from its metal
     supplier, Glencore Bolivia, LTDA.

                                  Page 9 of 13

<PAGE>


     The independent auditors' report on the Company's 1999 consolidated
     financial statements included a "going concern" paragraph that describes
     substantial doubt about the Company's ability to continue as a going
     concern. As described under "Recent Events", the Company has effectively
     abandoned its investment in Arisur in the first quarter of 2001 and is
     continuing its efforts for the sale/realization of its North American
     assets. These assets include the salvaging of its Gold Bar mill, sale of
     the Grassy Mountain property and the pursuit of general liability insurance
     claims against various insurance carriers for costs incurred to reclaim the
     Moab uranium tailings pile. The Company believes that these activities
     should provide sufficient cash for the Company to continue operations
     through 2001.

     Results of operations

     During the nine months ended September 30, 2000, the Company had mining
     revenue of $2,376,000 compared to $2,999,000 for the same period of 1999.
     During the quarter ended September 30, 2000 mining revenues were $707,000
     compared to $1,297,000 for the same period in 1999. Production decreased
     during the third quarter of 2000 versus the third quarter of 1999 due to
     the depletion of the "tailings pile ore" which had previously supplemented
     the Andacaba ore, and also as a result of several union work stoppages
     during the quarter. In addition, not all concentrate produced was sold
     during the quarter, resulting in lower sales and higher quarter-end
     inventories. Some of this shortfall will reverse in the fourth quarter of
     2000.

     Production costs were $2,232,000 for the nine months ended September 30,
     2000 compared to $2,883,000 during the same period of 1999. For the quarter
     ended September 30, 2000, production costs were $697,000, compared to
     $1,178,000 in the same period in 1999. The decrease in costs is primarily
     related to the lower production and concentrate sales discussed above.

     Shutdown and standby costs at Gold Bar were $92,000 and $270,000 for the
     three and nine month periods ended September 30, 1999. These costs related
     to personnel, property taxes, insurance and other costs of the Company's
     Gold Bar property. The Company did not renew approximately 80% of the Gold
     Bar claim block in 1999 and it no longer intends to develop, operate or
     otherwise invest in the property as a continuing mining operation.
     Therefore, no shutdown and standby costs were incurred in 2000. In
     accordance with the Plan of Reorganization, continuing selling and holding
     costs of the property and equipment were deducted from the fresh-start
     value.

     Geological and land holding costs for the three and nine month periods
     ended September 30, 2000 were zero compared to $36,000 and $86,000 for the
     comparable periods in 1999. All geological costs have been eliminated in
     2000 and land holding costs have been eliminated or assumed by other
     mineral companies in connection with the joint venture/sale of the
     respective properties.

     General and administrative expenses for the nine months ended September 30,
     2000 were $305,000 compared to $610,000 for the comparable period in 1999,
     reflecting the Company's continuing efforts to reduce such expenses.
     Personnel costs decreased during the period to $151,000 from $257,000 in
     the same period of 1999. This was a result of a reduction in personnel at
     the Company's headquarters in Aurora, Colorado from a total of six during

                                 Page 10 of 13

<PAGE>

     the nine months ended September 30, 1999 to one at September 30, 2000.
     Insurance costs also were reduced from $98,000 in 1999 to $45,000 in 2000
     as the Company has reduced/eliminated unnecessary insurance coverage in
     2000. This reduction was also affected by an insurance credit received in
     2000. Legal fees were reduced from $38,000 in 1999 to $18,000 in 2000, as
     certain legal disputes were resolved during 1999. Accounting and auditing
     fees have also been reduced from $36,000 in 1999 to $18,000 in 2000. Other
     reductions included rent expense from $70,000 to $23,000 as a result of a
     move to smaller offices, and shareholder expenses were reduced by $37,000
     as a result of the reduction in the number of shareholders in connection
     with the Company's reorganization. These reductions were offset by an
     increase in directors' fees and expenses of $13,000 as the Board met on
     five occasions during 2000 in connection with the Company's emergence from
     Chapter 11. For the quarter ended September 30, 2000, general and
     administrative expenses were $67,000 compared to $169,000 for the same
     period in 1999. The reduction for the period was a result of reduced
     personnel costs, insurance, rents, accounting fees and shareholder expenses
     for the same reasons described above.

     Interest expense incurred during the three and nine-month periods ended
     September 30, 2000 were $114,000 and $323,000 respectively, compared to
     $88,000 and $252,000 for the three and nine-month periods ended September
     30, 1999. The increase is a result of higher loan balances outstanding in
     2000 at the Company's Arisur subsidiary and also due to higher interest
     rates in 2000 than in 1999.

     During the periods ended September 30, 2000 and 1999, the Company incurred
     $240,000 and $494,000 respectively, in capital expenditures, substantially
     all of which related to mine development costs at the Andacaba mine in
     Bolivia.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     Accounting for Derivative Instruments and Hedging Activities. This
     statement, as amended, is effective for fiscal years beginning after June
     15, 2000. Currently, the Company does not have any derivative financial
     instruments and does not participate in hedging activities. Therefore,
     management believes that SFAS No. 133 will not have an impact on its
     financial position or results of operations.

     In December 1999, the staff of the Securities and Exchange Commission
     issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
     Financial Statements. SAB No. 101, as amended by SAB No. 101A and SAB No.
     101B, is effective no later than the fourth fiscal quarter of fiscal years
     beginning after December 15, 1999. SAB No. 101 provides the Staff's views
     in applying generally accepted accounting principles to selected revenue
     recognition issues. The Company believes that it complies with the
     accounting and disclosure described in SAB No. 101; therefore, management
     believes that SAB No. 101 will not impact the Company's financial
     statements.

                                 Page 11 of 13

<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 12 of 13


<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/  James R. Jensen
                                               -------------------------------
                                                      James R. Jensen
                                                      Chief Financial Officer


Date:    May 11, 2001                            /s/  James R. Jensen
                                               -------------------------------
                                                      James R. Jensen
                                                      Chief Financial Officer
                                                      (Principal Financial
                                                      Officer & Chief Accounting
                                                      Officer)


                                 Page 13 of 13