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

                                   FORM 10-KSB

    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
             Act of 1934 for the fiscal Year Ended December 31, 2001


                           COMMISSION FILE NO. 1-2714


                               ATLAS MINERALS INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


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


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

                                  303-306-0823
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

                                                           Name Of Each Exchange
           Title Of Each Class                             On Which Registered
---------------------------------------                    ---------------------
Common Stock, par value $0.01 per share                            None


Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements  incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

Issuer's revenues for its most recent fiscal year were $0.

Aggregate   market   value  of   2,918,706   shares  of  Common  Stock  held  by
non-affiliates of the Registrant as of April 5, 2002 was $437,800.

Check  whether the issuer has 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 5, 2002 Registrant had outstanding 6,061,518 shares of Common Stock,
$0.01 Par Value, its only class of voting stock.

Documents Incorporated by Reference: Proxy Statement for the 2002 Annual Meeting

Transitional Small Business Disclosure Format    Yes [ ]     No  [X]

<PAGE>


                                      INDEX

                                                                            Page
                PART I
Item 1.         Description of Business                                        2
Item 2.         Properties                                                     4
Item 3.         Legal Proceedings                                              7
Item 4.         Submission of Matters to a Vote of Security Holders            7

                PART II
Item 5.         Market for Common Equity and Related Stockholder Matters       8
Item 6.         Management's Discussion and Analysis                           8
Item 7.         Financial Statements                                          15
Item 8.         Changes to and Disagreements with Accountants on
                Accounting and Financial Disclosure                           33

                PART III
Item 9.         Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the Exchange Act    34
Item 10.        Executive Compensation                                        34
Item 11.        Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters                    34
Item 12.        Certain Relationships and Related Transactions                34
Item 13.        Exhibits and Reports on Form 8-K                              35


FORWARD-LOOKING STATEMENTS:

THIS ANNUAL REPORT ON FORM 10-KSB 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. 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, INCLUDING THE RISK FACTORS SET FORTH
BELOW AND ELSEWHERE IN THIS REPORT (SEE MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" IN PART I, ITEM 6)
STATEMENTS MADE HEREIN ARE AS OF THE DATE OF THE FILING OF THIS FORM 10-KSB
WITH THE SECURITIES AND EXCHANGE COMMISSION AND SHOULD NOT BE RELIED UPON AS
OF ANY SUBSEQUENT DATE.  WE EXPRESSLY DISCLAIM ANY OBLIGATION TO UPDATE ANY
INFORMATION OR FORWARD LOOKING STATEMENTS CONTAINED IN THIS FORM 10-KSB,
EXCEPT AS MAY UNLESS OTHERWISE BE REQUIRED BY APPLICABLE LAW, WE DO NOT
UNDERTAKE, AND SPECIFICALLY DISCLAIMS ANY OBLIGATION, TO UPDATE ANY
FORWARD-LOOKING STATEMENTS TO REFLECT OCCURRENCES, DEVELOPMENTS,
UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENT.



<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS
         -----------------------

General Description
-------------------

Atlas Minerals Inc. (formerly Atlas  Corporation) is principally  engaged in the
exploration,  development and exploitation of mineral properties and is actively
in the  process of  identifying  new  acquisition  opportunities  in the natural
resource  sector.   Throughout  this  document,   use  of  the  term  "Company,"
"Reorganized  Company,"  or  "Atlas"  refers  to  Atlas  Minerals  Inc.  and its
subsidiaries  from and after  December  11, 1999.  Use of the term  "Predecessor
Entity" refers to Atlas  Corporation and its subsidiaries  prior to December 11,
1999.

The Company was incorporated under the laws of the State of Colorado on February
3, 2000.  The  principal  office of the  Company is located at 10920 W.  Alameda
Avenue Suite 205, Lakewood, Colorado 80226.

The Company  owns  approximately  85% of Atlas  Precious  Metals Inc.  ("APMI"),
incorporated  under  the laws of the State of  Nevada,  which  holds the  Grassy
Mountain property, a property known to host gold mineralization.  APMI also owns
approximately  63% of Atlas Gold Mining Inc.  ("AGMI"),  incorporated  under the
laws of the State of Nevada,  which owns an idled gold processing mill and other
related  facilities  and  infrastructure  at or near the Gold Bar mine.  Each of
these  properties  is  described in Item 2 below.  As of December 31, 2001,  the
Company has 100% ownership of an inactive  subsidiary,  Suramco Metals, Inc. The
Company currently operates only in the United States.

On September 22, 1998, the Predecessor  Entity filed a petition for relief under
Chapter 11 of the U.S.  Bankruptcy  Code. APMI and AGMI also filed petitions for
relief  under  Chapter 11 on  January  26,  1999.  On  December  11,  1999,  the
Bankruptcy Court approved the plans of  reorganization  of Atlas,  APMI and AGMI
(collectively  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.

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,  primarily  in the  sectors of  industrial
minerals, base metals, precious metals and oil/natural gas.

Risk Factors
------------

Operations
----------

The Company  currently has no operations and no source of sustainable cash flow.
The Company's  future  operations,  if any, will be subject to risks and hazards


                                       2
<PAGE>


inherent in the mining and oil and gas industries,  including but not limited to
unanticipated  variations in resource grade and other geological problems, water
conditions,   surface  or  underground   conditions,   metallurgical  and  other
processing   problems,    mechanical   equipment   performance   problems,   the
unavailability   of  materials  and  equipment,   accidents,   labor  force  and
transportation  disruptions,  unanticipated  transportation  costs  and  weather
conditions,  any of which can  materially  and  adversely  affect,  among  other
things,  the development of properties,  production  quantities and rates, costs
and expenditures and production commencement dates.

Environmental Issues
--------------------

The  Company  is  required  to  comply  with  various  federal,  state and local
regulations  relating to  environmental  matters at its properties  from time to
time. Any other operator of the Company's  properties will be required to comply
with these  regulations  as well. In addition,  any  potential  purchaser of the
Company's  properties  takes into account the potential cost of compliance  with
environmental  regulations.  The Company and any operator or subsequent owner of
its  properties  will be required to obtain  permits from  various  governmental
agencies in order to mine and mill metals. The Company cannot anticipate whether
increasing  costs of  environmental  compliance for its  properties  will have a
material adverse impact on operations or competitive position. Also see ITEM 6.,
MANAGEMENT'S DISCUSSION AND ANALYSIS, ENVIRONMENTAL MATTERS.

Competition
-----------

The Company will compete with substantially  larger companies in the acquisition
of properties and the  production and sale of minerals  and/or metals and may be
considered  to be at a  competitive  disadvantage  compared  to such  companies;
however,  the Company may not be  disadvantaged in acquiring  smaller,  possibly
higher grade,  properties  which might not be of significant  interest to larger
companies.  The price which the Company  may  receive  for its  production  will
depend  almost  entirely  upon  market  conditions  over  which it will  have no
control. The Company believes that it can promptly sell at current market prices
all of the minerals and/or metals that it can produce.

Government Regulations
----------------------

In connection with mining,  milling and exploration  activities,  the Company is
subject to extensive  federal,  state and local laws and  regulations  governing
such exploration,  development and operation of mining activities as well as the
protection  of the  environment,  including  laws and  regulations  relating  to
obtaining permits to mine, protection of air and water quality,  hazardous waste
management,  mine  reclamation  and the  protection  of endangered or threatened
species.

A number of bills have been introduced in the U.S.  Congress over the past years
that would revise in various  respects  the  provisions  of the current  federal
mining law, the Mining Law of 1872,  but none of these  proposals  currently are
under  active  consideration.   However,  if  enacted,  such  legislation  could
substantially  increase the cost of holding  unpatented  mining claims and could
impair the ability of  companies  to develop  mineral  resources  on  unpatented



                                       3
<PAGE>


mining  claims.  Under the terms of these  bills,  the ability of  companies  to
obtain a patent on unpatented  mining claims would be nullified or substantially
impaired,  and most  contain  provisions  for the  payment of  royalties  to the
federal government in respect of production from unpatented mining claims, which
could  adversely  affect the  potential for  development  of such claims and the
economics of operating new or even existing mines on federal  unpatented  mining
claims.  The  Company's  financial   performance  could  therefore  be  affected
adversely by passage of such legislation.  Pending possible reform of the Mining
Law of 1872,  Congress has put in place a moratorium which prohibits  acceptance
or processing of most mineral patent applications. It is not possible to predict
whether  any change in the Mining Law of 1872 will,  in fact,  be enacted or, if
enacted, the form the changes may take.

Employees
---------

As of April 5, 2002,  Atlas  employed two persons,  one at its  headquarters  in
Lakewood, Colorado and one located in Tucson, Arizona.


ITEM 2.  DESCRIPTION OF PROPERTY
         -----------------------

Grassy Mountain Property
------------------------

The Grassy  Mountain  property,  located in  northern  Malheur  County,  Oregon,
encompasses  approximately 6 square miles comprised  primarily of 138 unpatented
lode claims, 46 unpatented lode and placer claims, and approximately 1,000 acres
of fee  surface.  From prior work,  the property is known to host a gold mineral
inventory  of  17,217,000  tons at a grade of 0.061 oz. Au/t (using a 0.02 ounce
per ton cutoff grade).

The rocks exposed at Grassy Mountain are part of a late to middle-Miocene Grassy
Mountain Formation,  a sequence of volcanic and volcaniclastic  rocks made up of
primarily   olivine-rich   basalt  and   intercalated   tuffaceous   siltstones,
sandstones,  and  conglomerates.  Mineralization  is associated with a low-grade
gold siliceous hot springs system (low  sulfidation  type) having  sporadic high
grade  gold  values  along  multi-stage   quartz-adularia  veins  and  favorable
lithologies. The mineralized rock is highly silicified and locally brecciated in
the vicinity of the feeder structures.

There was no significant  mining or major mineral  occurrence  known in the area
prior to the Predecessor  Entity's acquisition of the Grassy Mountain project in
1986.  Since that time,  significant  exploration work has been completed on the
property  consisting  of detailed  mapping,  sampling and the drilling  over 400
coreholes totaling over 230,000 feet. In an effort to promote development of the
property,  prior to 2000 the  Company  had leased the  property  to a major gold
company and, upon this  company's  reconveyance  of the property to the Company,
subsequently   signed  an  exclusive  option  agreement  with  a  Canadian  gold
exploration  company,  which also  terminated  the  agreement  and  returned the
property to the Company in 1998.



                                       4
<PAGE>


On February 14, 2000,  Atlas signed a purchase  option  agreement for the Grassy
Mountain  property  with  Seabridge  Resources  Inc.  ("Seabridge"),  which  was
subsequently  amended in December 2000 and July 2001 (collectively,  the "Option
Agreement").  Under the terms of the Option Agreement, Seabridge is obligated to
make certain  option  payments to Atlas for the exclusive  option to acquire the
Grassy Mountain  property anytime on or before June 30, 2002. Should the average
price  per  ounce of gold as quoted on the  London  Bullion  Market  Association
("LBMA")  P.M. fix for the ten business days prior to June 30, 2002 be less that
U.S.$350,  then  Seabridge  shall have the  option to extend  the option  period
through December 31, 2002 by making an additional option payment of $50,000.  At
April 5, 2002, the LBMA P.M. fix was $301 per ounce.  Seabridge may exercise its
option at any time  during the  option  period to  acquire  the Grassy  Mountain
property for a total of $1.7  million,  such payment to consist of $250,000 cash
(less  $50,000  for the  option  payment  made on  December  31,  2001  which is
creditable  against the purchase price as well as the possible option payment of
$50,000 if made on June 30,  2002),  Seabridge  common shares (up to the maximum
allowable by the Canadian Venture  Exchange) and cash such that the total of the
two shall equal  $750,000,  and a $700,000,  5% promissory note payable in three
equal  installments of $233,333 every six months from the date of the promissory
note. As Seabridge is a publicly traded Canadian company,  any stock the Company
receives upon closing would be freely tradable.

Should,  for any reason,  Seabridge decide not to exercise its Option Agreement,
the Company would attempt to find another buyer for the property.

Under the terms of the  Reorganization  Plan,  proceeds  from the sale of Grassy
Mountain  will first be  utilized  to pay  expenses  of APMI with the  remaining
proceeds to be distributed  amongst APMI  creditors,  Atlas creditors and Atlas,
such that Atlas will receive approximately 21% of the excess proceeds.

Gold Bar and Related Assets
---------------------------

The Gold Bar  property is located in and  adjacent to the Roberts  Mountains  in
Eureka  County,   Nevada.   At  January  1,  2001,   the  property   encompassed
approximately  17 square  miles,  comprised of 507  unpatented  lode  claims,  6
patented lode claims, and 8 patented millsite claims.

Regional  reconnaissance  exploration led the  Predecessor  Entity to the Battle
Mountain  Trend area in the  summer of 1983.  Focused  reconnaissance  along the
southern Roberts Mountains identified  widespread  hydrothermal  alteration with
anomalous gold geochemistry along the western range front.  Detailed exploration
and  drilling in the area by the Company  led to gold being  discovered  in five
separate deposits on the property.

All of the  mineralization  on the  property  occurs as  "Carlin-type"  deposits
hosted in  carbonate-rich  sedimentary  rocks of the Devonian Nevada  Formation.
Mineralization is characterized by micron-size gold and a distinct  hydrothermal
alteration suite of the decalcification and silicification.



                                       5
<PAGE>


In 1986 the Company completed  construction of a mill with the first gold poured
in January 1987. The mill, originally designed and constructed for throughput of
1,500 tons per day ("tpd"), was expanded in 1989 to a 3,200 tpd rate. Operations
were suspended in February 1994 pending  potential  identification of additional
economic  reserves.  From  inception  through  cessation of  operations in 1994,
485,200 ounces of gold were recovered from 7,514,600 tons of ore.

Commencing in late 1994, the Predecessor Entity signed numerous  agreements with
third parties for further  exploration and development of the Gold Bar property,
but by late 1998 all such  agreements had been  terminated.  As the  Predecessor
Entity no longer  intended  to  develop,  operate  or  otherwise  invest in this
property,  in August 1999 it reached an agreement (the "Agreement") with Bonanza
Explorations  Inc. (a successor  corporation to Vengold Inc., a public  Canadian
company) ("Bonanza") giving Bonanza the option to acquire the Company's interest
in certain of its patented and unpatented lode claims with all remaining  claims
being dropped.

During 2001,  Bonanza notified the Company that it was  relinquishing 437 of the
unpatented lode claims.  The Company  subsequently  decided not to retain any of
these lode claims for its own account and let the claims lapse. The Company has,
however, continued to retain ownership in the eight patented millsite claims.

Under the terms of the  Agreement,  Bonanza was  obligated to incur  $200,000 in
exploration  costs on the  property  by  December  31,  2001,  with the  Company
retaining a 2% net smelter  royalty  interest in the property if the option were
to be  exercised.  In January  2002,  Bonanza  notified  the Company that it had
fulfilled the terms of the Agreement and requested that the Company transfer the
remaining 70 unpatented  and 6 patented lode claims.  The Company  completed all
necessary documentation to effect such transfer in February 2002.

On January 11, 2000,  Atlas entered into an exclusive  agreement  with Machinery
and Equipment Company, Inc. ("M&E") to dismantle,  salvage and sell the mill and
related  equipment at the Gold Bar  property.  Net receipts from the sale of the
equipment  were  approximately   $29,000  and  $90,000  during  2001  and  2000,
respectively.  M&E received a 25% commission on all proceeds  received under the
agreement.  In January 2002, this exclusive agreement was mutually terminated by
the companies.

Under the terms of the Reorganization  Plan,  proceeds from the sale of the mill
and related equipment at Gold Bar will first be utilized to pay certain priority
claims,  including  administrative  expenses of Atlas (approximately $214,000 at
December 31, 2001) and $60,000 to another creditor.  Proceeds in excess of these
amounts  will be  distributed  amongst AGMI  creditors,  APMI  creditors,  Atlas
creditors  and  Atlas,  such that Atlas will  receive  approximately  14% of any
excess proceeds.

In addition to the Gold Bar mill, the Company has the rights to certain  capital
refunds from the power company which supplied  electricity to the mine and mill.
Based on information  received from the power company,  as of December 31, 2001,
these  remaining  credits,  payable in varying  amounts  over the next  thirteen
years, total approximately $570,000 with a present value of nearly $340,000.

The Company also owns a 39-space,  fully  developed  trailer park in the town of
Eureka,  Nevada,  which is  included  in the  assets  held for  sale  under  the
Reorganization  Plan. Revenues from rental of spaces is currently minimal,  and,



                                       6
<PAGE>


under the Reorganization Plan, any income is offset against the holding costs of
the asset held for sale.

Arisur Inc.
-----------

Until December 2001, the Company owned 100% of Arisur Inc.  ("Arisur'),  a Grand
Cayman corporation. Arisur owns the Andacaba Mine and Mill and the Don Francisco
and Koyamayu development properties.  All three properties are underground lead,
zinc and silver operations located in southern Bolivia.

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 in March 2001. As further
discussed in the Note 3 to the Consolidated Financial Statements, the investment
in Arisur was deemed to have been effectively abandoned as of January 1, 2001.

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.


ITEM 3.  LEGAL PROCEEDINGS
         -----------------

As of December 31, 2001, there were no pending legal proceedings.


See  discussion  of the  Chapter 11  reorganization  in ITEM 1.  DESCRIPTION  OF
BUSINESS and ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

No matters  were  submitted  to a vote of the  security  holders of the  Company
during the quarter ended December 31, 2001.




                                       7
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         --------------------------------------------------------

Since January 8, 2001, the Company's common stock has traded on the OTC NQB Pink
Sheets under the symbol  ATMR.  From  February 10, 2000 to January 7, 2001,  the
stock  traded on the OTC Bulletin  Board.  The high and low sales prices for the
common stock for each quarterly period are as follows:

                              Year Ended                       Year Ended
                             December 31,                     December 31,
                                 2001                             2000
                        -----------------------          -----------------------
Quarter Ended             High           Low               High           Low
-------------           --------      ---------          --------       --------
March 31                 $0.20          $0.10             $1.80           $0.75
June 30                   0.18           0.10              1.50            0.02
September 30              0.21           0.07              0.50            0.18
December 31               0.21           0.04              0.25            0.10


The above  quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
mark-down or commission and may not represent  actual  transactions.  All prices
have been adjusted to reflect a 1 for 30 reverse split  effective on January 10,
2000. Since the change of the Company's  trading symbol to ATMR, a result of the
reorganization, there has been no discernable market for the Company's stock.

While there  currently are no  restrictions  prohibiting the Company from paying
dividends  to its  shareholders,  subject  first to  satisfying  obligations  to
Creditors,  the Company has not paid any cash  dividends  on its Common Stock in
the past and does not anticipate paying any dividends in the foreseeable future.
Earnings,  if any, are expected to be retained to fund future  operations of the
Company.  There can be no assurance  that the Company will pay  dividends at any
time in the future.

As of April 5,  2002,  there  were  approximately  360  holders of record of the
Company's  Common  Stock.  Based upon  information  provided  to the  Company by
persons holding  securities for the benefits of others, it is estimated that the
Company has in excess of 400  beneficial  owners of its Common  Stock as of that
date.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         ---------------------------------------------------------

The following  discussion and analysis  should be read in  conjunction  with the
Company's Consolidated Financial Statements and accompanying notes.



                                       8
<PAGE>


General Overview

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.   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.

The Predecessor  Entity's largest  pre-petition  liability was its approximately
$21 million  obligation to  decommission  and reclaim its uranium  millsite (the
"Millsite") located near Moab, Utah. On April 28, 1999, the Company,  along with
the U.S.  Nuclear  Regulatory  Commission,  the  State of Utah,  ACSTAR  (surety
provider  for  Atlas)  and  others,  executed  the Moab Utah  Millsite  Transfer
Agreement,  which absolved the Company from all future liability with respect to
the Millsite. The agreement,  approved by the Bankruptcy Court on June 22, 1999,
was reached to avoid  lengthy and  expensive  litigation  over the future of the
Millsite

As a result of the bankruptcy proceedings,  the majority of any remaining claims
against  the  Company  are  unsecured  claims  (the   "Creditors").   Under  the
Reorganization  Plan,  these claims  received  stock  representing  67.5% of the
Reorganized  Company.  In  addition,  the  Creditors  will  receive a percentage
distribution upon the sale of 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 at the Millsite  (reorganization  value of $1.5
million of which Creditors receive 10% of the first $1.5 million of net proceeds
and 50% thereafter).

The Reorganization Plan also provided for the distribution of stock representing
12.5% of the  Reorganized  Company to the  then-Management  and employees of the
Company as  recognition  for their efforts in the  reorganization  process.  The
remaining 15% of the Reorganized  Company remains with the equity holders of the
Predecessor  Entity,  which  ceased  to  exist on  December  11,  1999  when the
Reorganized Company came into existence.

In July 2001, an agreement was reached with TRW, Inc.  ("TRW") to settle the one
remaining adversary  proceeding.  Under the terms of the agreement,  the Company
agreed  to  make  a  total  cash  payment  of  $30,000  to TRW  in  three  equal
installments due in October 2001, January 2002, and April 2002. 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  (146,415  shares)  owned by it upon
payment of the final installment.



                                       9
<PAGE>


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.  See Note 4 to the Consolidated  Financial  Statements in Item 7. for pro
forma Arisur/Atlas financial information for the year ended December 31, 2000.

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 has 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  proceeds for 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.



                                       10
<PAGE>


Working Capital, Liquidity and Capital Resources
------------------------------------------------

During 2001 working  capital  increased  approximately  $4.0 million from a $2.6
million  deficit at December  31, 2000 to a  $1,386,000  surplus at December 31,
2001.  This was  primarily  a result of the  elimination  of the Arisur  working
capital deficit of $3.2 million effective January 1, 2001. The increase was also
attributable to cash generated from other assets,  which include the CGL Claims,
and  assets  held  for  sale  totaling   approximately  $776,000  (net  of  cash
investments  made in these  assets of  approximately  $172,000),  and a non-cash
increase in the CGL-related  other assets of $898,000 due to the settlement with
all insurance  carriers regarding the ongoing CGL Claims litigation during 2001.
Working  capital  was  partially  reduced  during  2001  due to the  payment  to
reorganization  creditors of $61,000,  net cash used in  operations of $412,000,
and a $443,000 non-cash increase in estimated reorganization  liabilities due to
the CGL settlements.  Excluding Arisur operations, the Company's working capital
was  $1,386,000  at December 31, 2001 compared to $600,000 at December 31, 2000.
The increase  was  primarily a result of the activity in other assets and assets
held for sale discussed above.

During the years  ended  December  31,  2001 and 2000,  the  Company had capital
expenditures of $0 and $254,000,  respectively.  The 2000 expenditures consisted
almost entirely of development expenditures at its Andacaba mine in Bolivia. The
Company currently anticipates that capital expenditures will be minimal in 2002.

The Company expects to generate cash adequate to pay general, administrative and
other  operating  expenses  through  the  bankruptcy-mandated  sale  of  certain
remaining  assets  and  settlement  of the  CGL  Claims  (see  ITEM  6.  GENERAL
OVERVIEW).  Assets held for sale  include  the Gold Bar mill and related  assets
(see "ITEM 2. PROPERTIES, GOLD BAR AND RELATED ASSETS"), and the Grassy Mountain
property (see "ITEM 2. PROPERTIES, GRASSY MOUNTAIN PROPERTY"). While the Company
is confident in the ultimate  realization of these assets,  it cannot be certain
as to the timing or the exact  amount of  proceeds  that will be  received.  The
Company believes,  however, that cash from such activities will be sufficient to
cover its operations  through 2002. 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.

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,  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



                                       11
<PAGE>


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. As such, Management believes that SAB No. 101 will not
impact the Company's financial statements.

In July 2001, The Financial  Accounting  Standards  Board (FASB) issued SFAS No.
141,  BUSINESS  COMBINATIONS,  and SFAS No. 142,  GOODWILL AND OTHER  INTANGIBLE
ASSETS. SFAS No. 141 requires that the purchase method of accounting be used for
all  business   combinations   initiated   after  June  30,  2001.  Use  of  the
pooling-of-interests  method will be  prohibited  after that date.  SFAS No. 142
changes the accounting for goodwill and intangible  assets with indefinite lives
from  an  amortization  method  to  an  impairment-only  approach  and  requires
intangible  assets with finite  lives to be amortized  over their useful  lives.
Thus,  amortization of goodwill and intangible assets with indefinite lives will
cease upon adoption of the statement.  SFAS No. 142 is required to be applied to
fiscal years beginning after December 15, 2001. The Company does not expect that
the  adoption  of SFAS No.  141 and No.  142 will have a  significant  immediate
impact on the financial condition or results of operations as the Company has no
current planned business combinations and no goodwill or other intangible assets
with indefinite lives.

In August  2001,  the FASB issued SFAS No. 144,  ACCOUNTING  FOR  IMPAIRMENT  OR
DISPOSAL  OF  LONG-LIVED  ASSETS,   which  addresses  accounting  and  financial
reporting for the impairment or disposal of long-lived assets. This statement is
effective for fiscal years  beginning  after  December 15, 2001.  The Company is
currently  assessing  the  impact,  if any,  that  SFAS No.  144 may have on its
financial condition or results of operations.

Results of Operations
---------------------

Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000
-------------------------------------------------------------------------

Revenues
--------

During the year ended  December 31, 2001,  the Company had mining  revenue of $0
compared to  $3,372,000  in the year ended  December 31, 2000.  The decrease was
attributable to the abandonment of the Arisur property effective January 1, 2001
(see "ITEM 2. PROPERTIES, ARISUR INC.").

Production Costs and Depreciation, Depletion and Amortization
-------------------------------------------------------------

Production  costs  during the year ended  December  31, 2001 were $0 compared to
$3,234,000 for the same period in 2000. Depreciation, depletion and amortization
relate primarily to Arisur  operations and decreased to $2,000 in the year ended
December 31, 2001,  from  $686,000 in 2000.  The  reduction  was a result of the
abandonment of Arisur.



                                       12
<PAGE>


General and administrative expenses
-----------------------------------

General and  administrative  expenses for the year ended  December 31, 2001 were
$289,000,  which  compares to $347,000  for the year ended  December  31,  2000,
reflecting the Company's continuing efforts to reduce such expenses. As a result
of staff  reductions at the Company's  headquarters,  payroll costs and benefits
have been reduced  over this period from  $159,000 to $78,000.  Insurance  costs
were also  reevaluated  and reduced where  possible,  declining  from $65,000 to
$25,000 in 2001. The Company  continued to downsize and after  September 7, 2001
moved its headquarters to more economical  office space resulting in a reduction
of rent costs from $24,000 in 2000 to $7,000 in 2001.  Partially  offsetting the
decreased expenses relating to payroll, insurance and office administration were
increased  costs in 2001  relating to legal and  accounting  and auditing  fees.
Legal fees  increased  from $14,000 in 2000 to $86,000 in 2001  primarily due to
costs  incurred  relating to the  management  takeover bid on September 7, 2001.
Accounting  and audit fees  increased  from  $26,000  in 2000 to $36,000  due to
higher  audit and tax fees over the  previous  year and  outsourcing  of certain
accounting functions during the last quarter of 2001.

Other
-----

Interest  expense for the year ended  December  31, 2001 was $1,000  compared to
$437,000  for the same  period  in  2000.  The  decrease  is the  result  of the
elimination of the loan balances outstanding relating to Arisur.

The gain on settlement of CGL claims of $455,000 resulted during 2001 due to the
signed settlements from all outstanding insurance carriers regarding the ongoing
CGL Claims  litigation.  The gain arose as the anticipated net proceeds from the
settlements  exceeded  the  carrying  value of the CGL  claims  and the  related
estimated reorganization liabilities.

Other income/expense in 2000 of $369,000 included a gain of $209,000 relating to
the settlement of a lawsuit with the power supplier of Arisur.

During 2001 the company  recorded a $13,000  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  $100,000  and the  related  estimated  reorganization
liabilities  by $87,000.  As described in Note 2 to the  Consolidated  Financial
Statements in Item 7., the Company recorded an impairment of mineral property of
$683,000 in 2000 related to its Andacaba mine in Bolivia, South America.

Environmental Matters
---------------------

The Company is subject to extensive federal,  state and local environmental laws
and  regulations.  These  laws,  which are  constantly  changing,  regulate  the
discharge  of  materials  into the  environment  and may  require the Company to
mitigate any  environmental  effects caused by its past and present  operations.
The Company  believes that it has taken  reasonable  steps to be in  substantial
compliance  with  all  federal,   state  and  local  environmental   regulations
applicable  to its  current  and  discontinued  operations.  Also  see  "ITEM 1.
DESCRIPTION OF BUSINESS, RISK FACTORS."


                                       13
<PAGE>


Critical Accounting Policies
----------------------------

The discussion and analysis of the financial condition and results of operations
of the Company are based upon the consolidated financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
the Company to make estimates and judgments that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  Management  evaluates  these
estimates,  including estimates related to impairment of assets and the carrying
amount of the  reorganization  liabilities.  The Company  bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances.  This forms the basis for making judgments
about the  carrying  values  of  assets  and  liabilities  that are not  readily
apparent  from other  sources.  Actual  results may differ from these  estimates
under different assumptions or conditions.

Management  believes the most critical accounting policies include those related
to impairment of assets held for sale and the CGL Claims,  the carrying  amounts
of the  estimated  reorganization  liabilities,  and the  current  or  long-term
classification of these items.

Whenever events or changes in circumstances indicate that the carrying values of
assets held for sale or the CGL Claims (and also including all other  long-lived
assets) may be  impaired,  the Company  performs  an analysis to  determine  the
recoverability  of the  carrying  value.  If the  analysis  indicates  that  the
carrying value is not recoverable  from future cash flows,  the asset is written
down to its  estimated  fair  value and an  impairment  loss is  recognized.  As
discussed  above,  during 2000,  the Company  recognized an  impairment  loss of
$683,000 related to the Andacaba mine that was effectively  abandoned in January
2001.  During 2001,  management  determined the assets held for sale relating to
Gold Bar to be  impaired  due to the  declining  equipment  sales  from the mill
facility and reduced the carrying value of these assets by $100,000.

In determining  potential  impairment of the carrying amounts of assets held for
sale or of the CGL Claims in 2001,  the Company  considered  the results of 2001
asset  sales and claim  settlements  as well as  agreements  entered  into after
December 31, 2001 and  Management's  estimates of future cash flows. The amounts
that the Company  ultimately  realizes  (and the periods of  realization)  could
differ materially in the near term from the carrying amounts (and the current or
long-term classification of these items).

The estimated reorganization  liabilities are defined by the Reorganization Plan
and are  generally  equal  to  approximately  86% and  79% of the  expected  net
proceeds from the sale of the Gold Bar and Grassy Mountain assets, respectively,
and 10% of the first  $1,500,000  (and 50%  thereafter) of expected net proceeds
from the  realization  of the CGL  claims.  The  liabilities  are payable as the
Company realizes  proceeds from the underlying  assets. If the proceeds from the
sale of these assets and  settlement  of the CGL Claims are  different  than the
recorded  asset  carrying  amounts,   the  Company  will  settle  the  estimated
reorganization  liabilities  at amounts  different  than their current  recorded
carrying amounts.  Additionally, if the sales and settlements occur in different



                                       14
<PAGE>


periods than estimated by Management,  the  reorganization  liabilities  will be
paid in different periods than estimated by Management.  Therefore,  the amounts
that the Company will ultimately pay (and the period in which these amounts will
be paid) could differ  materially  in the near term from the  recorded  carrying
amounts.

ITEM 7.  FINANCIAL STATEMENTS
         --------------------

INDEX TO FINANCIAL STATEMENTS
                                                                          Page

        Independent Auditors' Report                                       16

        Consolidated Statements of Operations for the Years
        Ended December 31, 2001 and 2000                                   17

        Consolidated Balance Sheet as of December 31, 2001                 18

        Consolidated Statements of Stockholders' Equity for the
        Years Ended December 31, 2001 and 2000                             19

        Consolidated Statements of Cash Flows for the Years
        Ended December 31, 2001 and 2000                                   20

        Notes to Consolidated Financial Statements                       21 - 33







                                       15
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Atlas Minerals Inc.

We have audited the  accompanying  consolidated  balance sheet of Atlas Minerals
Inc.  and  subsidiaries  as of December  31,  2001 and the related  consolidated
statements of  operations,  stockholders'  equity and cash flows for each of the
years in the  two-year  period  ended  December  31,  2001.  These  consolidated
financial  statements are the  responsibility of the Company's  Management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  Management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the aforementioned  consolidated  financial  statements present
fairly, in all material respects,  the financial position of Atlas Minerals Inc.
and  subsidiaries  as of December 31, 2001, and the results of their  operations
and their cash flows for each of the years in the two-year period ended December
31, 2001 are in conformity with accounting  principles generally accepted in the
United States.

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

Horwath Gelfond Hochstadt Pangburn, P.C.


Denver, Colorado
March 18, 2002, except for Note 8 as to which the date is April 10, 2002





                                       16
<PAGE>
<TABLE>
<CAPTION>
                                       Atlas Minerals Inc.
                              Consolidated Statements of Operations
                            (in thousands, except earnings per share)


                                                                      For Years Ended December 31,
                                                                         2001              2000
                                                                      ----------        ----------
<S>                                                                     <C>              <C>
Mining revenue                                                          $    -           $ 3,372
                                                                        ------           -------
Costs and expenses:
   Production costs                                                          -             3,234
   Depreciation, depletion and amortization                                  2               686
   Impairment of mineral property (Note 3)                                   -               683
   General and administrative expenses                                     289               347
                                                                        ------           -------
      Gross operating loss                                               (291)            (1,578)
                                                                        ------           -------
Other (income) and expense:
   Interest expense                                                         1                437
   Interest income                                                         (5)                (2)
   Gain from settlement of CGL claims (Note 8)                           (455)                 -
   Impairment of assets held for sale (Note 8)                             13                  -
   Other income, net                                                       (1)              (369)
                                                                        ------           -------

      Income (loss) before  income taxes and extraordinary item            156            (1,644)
Provision for income taxes (Note 12)                                         -                 -
                                                                        ------           -------

      Net income (loss)                                                 $  156           $(1,644)
                                                                        ======           =======

Basic and diluted income (loss) per share of common stock (Note 11):
   Net income (loss)                                                    $  .03           $ (0.27)
                                                                        ======           =======

   Weighted average common shares outstanding                            6,062             6,064
                                                                        ======           =======

</TABLE>

See accompanying notes


                                                   17
<PAGE>


                               Atlas Minerals Inc.
                           Consolidated Balance Sheet
                                 (In thousands)


                                                                    December 31,
                                                                        2001
                                                                   -------------
Assets
   Current assets:
     Cash and cash equivalents                                        $   417
     Assets held for sale (Notes 2 and 8)                                 250
     Prepaid expenses and other current assets (Notes 2 and 8)          1,575
                                                                      -------
         Total current assets                                           2,242
                                                                      -------
   Property and equipment                                                   5
   Less:  Accumulated depreciation, depletion and amortization             (4)
                                                                      -------
                                                                            1
   Assets held for sale  (Notes 2 and 8)                                1,192
   Other assets (Notes 2 and 8)                                             5
                                                                      -------
                                                                      $ 3,440
                                                                      =======

Liabilities
   Current liabilities:
     Trade accounts payable                                           $   139
     Accrued liabilities                                                   70
     Estimated reorganization liabilities (Note 2)                        647
                                                                      -------
        Total current liabilities                                         856
                                                                      -------
   Estimated reorganization liabilities (Note 2)                          962
   Other liabilities, long-term                                           142
                                                                      -------
        Total long-term liabilities                                     1,104
                                                                      -------
        Total liabilities                                               1,960
                                                                      -------

Commitments and contingencies (Note 10)

Stockholders' equity (Notes 2 and 7)
   Preferred stock, par value $1 per share; authorized
     1,000,000; 0 issued and outstanding                                    -
   Common stock, par value $0.01 per share; authorized
     100,000,000; issued and outstanding, 6,062,000                        61
   Capital in excess of par value                                       2,999
   Deficit                                                             (1,580)
                                                                      -------
     Total stockholders' equity                                         1,480
                                                                      -------
                                                                      $ 3,440
                                                                      =======
See accompanying notes


                                       18
<PAGE>
<TABLE>
<CAPTION>


                                           Atlas Minerals Inc.
                             Consolidated Statements of Stockholders' Equity
                                             (In thousands)

                                                         Common                    Capital in
                                           Common       stock to        Common     excess of
                                           shares       be issued       stock      par value      Deficit     Total
                                           ------       ---------       ------     ----------    ---------   -------
<S>                                        <C>           <C>            <C>          <C>         <C>         <C>
Balance at January 1, 2000                   910         $ 2,601        $    9       $  450      $   (92)    $ 2,968
Shares issued in reorganization            5,154          (2,601)           52        2,549            -           -
Current period loss                            -               -             -            -       (1,644)     (1,644)
                                           -----         -------        ------       ------      -------     -------
Balance at December 31, 2000               6,064               -            61        2,999       (1,736)      1,324
Shares voided                                 (2)
Current period income                                                                                156         156
                                           -----         -------        ------       ------      -------     -------
Balance December 31, 2001                  6,062         $     -        $   61       $2,999      $(1,580)    $ 1,480
                                           =====         =======        ======       ======      =======     =======



</TABLE>


See accompanying notes




                                             19
<PAGE>
<TABLE>
<CAPTION>

                               Atlas Minerals Inc.
                      Consolidated Statements of Cash Flows
                                 (In thousands)



                                                                                For Years Ended December 31,
                                                                                  2001               2000
                                                                                --------           --------
<S>                                                                             <C>                <C>
Operating activities:
   Net income (loss)                                                            $   156            $(1,644)
     Adjustments to reconcile net loss to net cash used
       in operations (Note 9)                                                        15              1,370
     Changes in operating assets and liabilities (Note 9)                          (583)              (308)
                                                                                -------            -------
   Net cash used in operations                                                     (412)              (582)
                                                                                -------            -------

Investing activities:
   Additions to property and equipment                                                -               (254)
   Investment in asset held for sale and other assets                              (172)              (212)
   Sale proceeds from asset held for sale and other assets                          948                607
   Reduction in cash resulting from abandonment of Arisur (Note 9)                   (6)                 -
   Proceeds from sale of equipment and reduction in other assets                      1                  -
                                                                                -------            -------
       Net cash provided by  investing activities                                   771                141
                                                                                -------            -------

Financing activities:
   Proceeds from borrowings on short-term debt                                        -                377
   Payment of estimated reorganization liabilities                                  (61)               (19)
                                                                                -------            -------
       Net cash provided by (used in) financing activities                          (61)               358
                                                                                -------            -------

       Increase (decrease) in cash and cash equivalents                             298                (83)

Cash and cash equivalents at beginning of period                                    119                202
                                                                                -------            -------

       Cash and cash equivalents at end of period                               $   417            $   119
                                                                                =======            =======


</TABLE>

See accompanying notes


                                       20
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.  ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION - 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").  Results for 2000 include the Company's
previously   wholly-owned   subsidiary,   Arisur  Inc.  ("Arisur"),   which  was
effectively   abandoned   on  January  1,  2001  (Note  3).  All   inter-company
transactions  have been  eliminated.  Prior to December  11,  1999,  the date of
confirmation of its plan of reorganization  under the U.S. Bankruptcy Code (Note
2),  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  prior to December 11,
1999  and  references  to  the  Reorganized  Company  refer  to  Atlas  and  its
subsidiaries from and after December 12, 1999.

ASSETS HELD FOR SALE - Assets held for sale  consist of the  Company's  Gold Bar
mill facility and equipment and the Grassy Mountain mining property. At the date
that the Plan of  Reorganization  was  confirmed,  these  assets  were stated at
reorganization  values  (Note 2) and  subsequently  are reported at the lower of
this carrying  amount or fair value less costs to sell.  The current  portion of
assets held for sale is based on Management's  estimates of the amounts that are
reasonably  expected to be realized  during the next twelve months.  The amounts
the Company  will  ultimately  realize  (and the periods of  realization)  could
differ  materially in the near term from the recorded carrying amounts (and from
the  periods of  realization  assumed).  Assets held for sale are not subject to
depreciation under SFAS No. 121, "Impairment of Long Lived Assets."

COMMERCIAL  GENERAL  LIABILITY CLAIMS - Included in other assets is Management's
estimate of proceeds due from commercial general liability claims ("CGL Claims")
which total approximately  $1,549,000 at December 31, 2001. At the date the Plan
of  Reorganization  was confirmed,  the CGL Claims were stated at reorganization
value  (Note 2) and  subsequently  are  reported  at the lower of this  carrying
amount or fair value less costs to realize.  During 2001, based upon settlements
with all the insurance  carriers  regarding  the ongoing CGL Claims  litigation,
Management  determined the recorded book value of the asset was  undervalued and
increased the carrying value by $898,000.  The CGL Claims are shown as a current
asset based on Management's  estimates that the amounts are reasonably  expected
to be realized  during the next  twelve  months.  The  amounts the Company  will
ultimately  realize (and the periods of realization)  could differ materially in
the near term from the  recorded  carrying  amounts  (and  from the  periods  of
realization assumed).

PROPERTY AND EQUIPMENT - Property and  equipment,  consisting  substantially  of
office equipment and fixtures, were restated to reorganization value at December
11, 1999 (Note 2). Subsequent additions have been recorded at cost. Depreciation
is recorded on the straight-line  basis over the estimated useful asset lives of


                                       21
<PAGE>


3 to 5 years.  Prior to January 1, 2001,  depreciation of milling facilities and
depletion of mining properties was determined by the units of production method.

Expenditures  for maintenance and repairs are charged to operations as incurred.
Expenditures  for  additions  and major  renewals  are added to the property and
equipment accounts.

IMPAIRMENT - Management assesses the carrying value of assets held for sale, the
CGL claims, and property and equipment for impairment when circumstances warrant
such a review.

Generally, assets to be used in operations are considered impaired if the sum of
expected  undiscounted  future  cash  flows is less  than the  assets'  carrying
values. If impairment is indicated, the loss is measured based on the amounts by
which the assets'  carrying  values exceed their fair values.  During 2001,  the
Company incurred a $13,000 impairment charge related to the assets held for sale
by Gold Bar (Note 8).  During the year ended  December  31,  2000,  the  Company
recorded an impairment  charge of $683,000 related to Arisur's  operating mining
property (Note 3).

Generally,  assets  to be  disposed  of are  considered  impaired  if the sum of
expected  undiscounted future cash flows, less costs to sell or realize, is less
than the assets'  carrying  values.  If  impairment  is  indicated,  the loss is
measured by the amount by which the assets'  carrying  values  exceed their fair
values less costs to sell or realize.  Revisions in estimates of fair value less
costs to sell or realize are reported as adjustments  to the carrying  amount of
an asset to be disposed of,  provided that the carrying amount of the asset does
not  exceed  the  reorganization  value  of the  asset.  Based  on  its  review,
Management  does not believe that there has been any  significant  impairment of
the carrying amounts of assets to be disposed of at December 31, 2001.

ESTIMATED  REORGANIZATION  LIABILITIES  - Estimated  reorganization  liabilities
represent  amounts  that are due to the  creditors  of the  Predecessor  Entity.
Generally, the estimated  reorganization  liabilities are equal to approximately
75% of the expected  proceeds from the sale of the Gold Bar and Grassy  Mountain
assets and 10% of the first $1,500,000 (and 50% thereafter) of expected proceeds
from the realization of the CGL Claims. The estimated reorganization liabilities
are non-interest  bearing and payable as the Company realizes  proceeds from the
underlying assets. At the date the Plan of Reorganization  was confirmed,  these
liabilities were stated at estimated  present values of amounts to be paid (Note
2) and  subsequently  are adjusted for payments  made to the  creditors  and any
adjustments made to the carrying amounts of the underlying  assets.  The current
portion of the estimated  reorganization  liabilities  is based on  Management's
estimates of the amounts that are reasonably expected to be paid during the next
twelve months.  The amounts the Company will  ultimately pay (and the periods in
which these amounts will be paid) could differ  materially in the near term from
the recorded  carrying  amount (and from the periods in which these amounts were
estimated to be paid at the date of reorganization).

FOREIGN  CURRENCIES  - The  functional  currency of Arisur was the U. S. Dollar.
Gains and losses on foreign  currency  transactions  are included in determining
consolidated earnings/losses.


                                       22
<PAGE>


MINING  REVENUE - Revenues on base metals are  recorded at the time of shipment.
During  2000  Arisur  sold all of its lead and  zinc  concentrates  to  Glencore
International AG ("Glencore"), an international metal trader.

INCOME  TAXES - The  Company  accounts  for  income  taxes  under  Statement  of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes" ("SFAS
109"). SFAS 109 is an asset and liability approach that requires the recognition
of deferred tax assets and liabilities for the expected future tax  consequences
of events that have been recognized in the Company's financial statements or tax
returns. In estimating future tax consequences, SFAS 109 generally considers all
expected future events other than enactments of changes in the tax law or rates.
Income tax  information  is disclosed in Note 12 to the  consolidated  financial
statements.

CASH EQUIVALENTS - The Company considers all highly liquid investments purchased
with an original maturity of three months or less to be cash equivalents.

EARNINGS  PER SHARE - Basic  income  (loss) per share is  computed  by  dividing
income (loss) applicable to common shareholders by the  weighted-average  number
of common shares  outstanding  for the period.  Diluted  income (loss) per share
reflects the  potential  dilution  that could occur if dilutive  securities  and
other  contracts to issue common stock were  exercised or converted  into common
stock or  resulted  in the  issuance  of common  stock  that then  shared in the
earnings  of the  Company,  unless  the  effect is to reduce a loss or  increase
earnings per share. The Company had no potential common stock instruments, which
would result in diluted income (loss) per share in 2001 or 2000.

REVERSE STOCK SPLIT - Effective  January 10, 2000,  there was a 1 for 30 reverse
stock split.  All share and per share amounts have been adjusted to reflect this
reverse split. In 2001, the Company voided  approximately 2,000 shares of common
stock which represented partial shares cancelled in connection with the split.

ENVIRONMENTAL  REMEDIATION  LIABILITIES - The Company accounts for environmental
remediation   liabilities  under  Statement  of  Position  96-1   "Environmental
Remediation   Liabilities",   which   requires  the  accrual  of   environmental
remediation  liabilities  when the  criteria  for SFAS  No.  5  "Accounting  for
Contingencies"  are met. As of December 31, 2001  Management does not anticipate
significant environmental remediation liabilities.

COMPREHENSIVE INCOME - SFAS No. 130, "Reporting Comprehensive Income",  requires
companies to classify items of other  comprehensive  income by their nature in a
financial  statement and display the accumulated  balance of other comprehensive
income separately from retained  earnings and additional  paid-in capital in the
equity section of a statement of financial  position.  During 2001 and 2000, the
Company had no items of comprehensive income.

DERIVATIVE INSTRUMENTS - In June 1998, the FASB issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities". This statement as amended by
SFAS No.  137 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, SFAS No. 133 did not have
an impact on its financial position or results of operations for 2001.


                                       23
<PAGE>


REVENUE RECOGNITION - 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 did not impact the Company's financial statements.

BUSINESS  COMBINATIONS - In July 2001,  the FASB issued SFAS No. 141,  "Business
Combinations".  SFAS No. 141 requires that the purchase  method of accounting be
used for all business  combinations  initiated  after June 30, 2001.  Use of the
pooling-of-interests  method is prohibited after that date. The Company does not
expect  that the  adoption  of SFAS No.  141 will have a  significant  immediate
impact on the financial condition or results of operations as the Company has no
current planned business combinations.

GOODWILL AND OTHER  INTANGIBLE  ASSETS - In July 2001,  the FASB issued SFAS No.
142, "Goodwill and Other Intangible Assets". SFAS No. 142 changes the accounting
for goodwill and intangible  assets with  indefinite  lives from an amortization
method to an impairment-only approach and requires intangible assets with finite
lives to be amortized over their useful lives.  Thus,  amortization  of goodwill
and  intangible  assets with  indefinite  lives will cease upon  adoption of the
statement.  SFAS is  required  to be applied  to fiscal  years  beginning  after
December 15, 2001. The Company does not expect that the adoption of SFAS No. 142
will  have a  significant  impact  on its  financial  condition  or  results  of
operation  as the  Company  has no  goodwill  or other  intangible  assets  with
indefinite lives at December 31, 2001.

RECENT ACCOUNTING  PRONOUNCEMENT - In August 2001, the FASB issued SFAS No. 144,
ACCOUNTING  FOR  IMPAIRMENT OR DISPOSAL OF LONG-LIVED  ASSETS,  which  addresses
accounting and financial  reporting for the impairment or disposal of long-lived
assets.  This statement is effective for fiscal years  beginning  after December
15, 2001. The Company is currently  assessing the impact,  if any, that SFAS No.
144 may have on its financial condition or results of operations.

ACCOUNTING   ESTIMATES  IN  THE  PREPARATION  OF  FINANCIAL   STATEMENTS  -  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires Management to make estimates and assumptions that
affect  the  reported  amount  of  assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

STOCK-BASED  COMPENSATION - Statement of Financial Accounting Standards No. 123,
Accounting   for   Stock-Based   Compensation   ("SFAS  No.  123"),   defines  a
fair-value-based  method of accounting for stock-based employee compensation and
transactions  in which an entity issues its equity  instruments to acquire goods
or services from non-employees, and encourages but does not require companies to


                                       24
<PAGE>


record  compensation cost for stock-based  employee  compensation at fair value.
The Company has chosen to account for stock-based  employee  compensation  using
the intrinsic value method prescribed in Accounting Principles Board Opinion No.
25,  Accounting  for Stock  Issued to  Employees  and  related  interpretations.
Accordingly,  compensation cost for stock options is measured for the excess, if
any, of the quoted market price of the Company's  stock at the date of the grant
over the amount an employee must pay to acquire the stock.

2.  REORGANIZATION

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 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's,  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.  Approximately  5,154,000
shares of common stock were issued in connection  with the  Reorganization  Plan
resulting in 6,062,000 shares outstanding at December 31, 2001.

As a result of the bankruptcy proceedings,  the majority of any remaining claims
against the Company are unsecured claims (the  "Creditors").  The Creditors will
receive  a  percentage  distribution  upon the  sale of  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;
2) proceeds from the sale of the Company's  Grassy Mountain  property located in
eastern Oregon;  and 3) proceeds from commercial  general liability claims ("CGL
Claims") against various insurance  carriers for reimbursement of costs incurred
at the Millsite.  The  Creditors  receive  approximately  87% and 79% of the net
proceeds from sales of the Gold Bar and Grassy  Mountain  assets,  respectively,
and 10% of the first $1.5 million (and 50%  thereafter) of the net proceeds from
the CGL Claims.

The Company accounted for the  Reorganization  Plan under fresh-start  reporting
under  Statement  of  Position  90-7,  whereby  assets  were  recorded  at their
estimated  reorganization  value and liabilities at discounted present values of
amounts to be paid.

3.  BOLIVIAN OPERATIONS

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



                                       25
<PAGE>


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 and 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. See Note 4 below.

4.  UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated statement of operations
for the year ended  December 31, 2000 gives effect to the  abandonment of Arisur
as if it had occurred on January 1, 2000.

The adjustments to the pro forma statement of operations  reflect the removal of
all revenues and  expenses of Arisur.  At January 1, 2001,  the date that Arisur
was  effectively  abandoned,  the  total  assets  of  Arisur  equaled  its total
liabilities;  therefore,  no  gain  or  loss  arose  from  the  transaction.  No
continuing expenses related to Arisur after the abandonment are anticipated.  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.

The unaudited pro forma condensed  consolidated  statements of operations should
be read in conjunction with the historical  financial statements of the Company.
The unaudited pro forma condensed  consolidated  statements of operations do not
purport to present  results  which  would  actually  have been  obtained  if the
transaction  had been in effect during the period  covered or any future results
which may in fact be realized.



                                       26
<PAGE>
<TABLE>
<CAPTION>

                                         Atlas Minerals Inc.
                 Unuadited Pro Forma Condensed Consolidated Statements of Operations
                                 For the Year Ended December 31, 2000
                                (in thousands, except per share data)
                                                                              Pro Forma
                                                              Historical     Adjustments    As Adjusted
                                                              ----------     -----------    -----------
<S>                                                             <C>            <C>            <C>
Mining revenue                                                  $ 3,372        $(3,372)       $     -
Costs and expenses:
   Production and related costs                                   3,920         (3,920)             -
   Impairment of mineral property                                   683           (683)             -
   General and administrative expenses                              347              -            347
                                                               --------        -------        -------
     Gross operating income (loss)                              (1,578)          1,231           (347)
Other income (expenses), net                                       (66)             79             13
                                                               -------         -------        -------
     Net income (loss)                                         $(1,644)        $ 1,310        $  (334)
                                                               =======         =======        =======
Basic and diluted earnings per share of common stock
     Net income (loss)                                         $  (.27)        $   .21        $  (.06)
                                                               =======         =======        =======
</TABLE>


5.  FINANCIAL INSTRUMENTS

Financial instruments consisted of the following at December 31, 2001:

                                                           Carrying
(In thousands)                                              Value     Fair Value
                                                           --------   ----------
Assets
     Short-term assets                                       $417        $417

Liabilities
     Short-term liabilities                                   856         856
      Estimated reorganization liabilities, long-term         962         (1)


SHORT-TERM ASSETS AND LIABILITIES:  The fair value of cash and cash equivalents,
accounts  payable,  other accrued  liabilities and short-term debt  approximates
their carrying value due to the short-term nature of these instruments.

(1)    It is not  practicable  to  estimate  the  fair  value  of the  estimated
       reorganization liabilities due to uncertainties regarding the amounts and
       dates  that  these  liabilities  will  ultimately  be paid and due to the
       uncertainties  in estimating an incremental  rate of borrowing due to the
       Company's current financial condition.

6.  STOCK OPTION PLAN

Subject to shareholder  approval at the 2002 annual meeting of the shareholders,
on September  7, 2001,  the Board of  Directors  of the Company  authorized  the
approval  of a stock  option  plan (the  "Plan").  The Plan  allows the Board of
Directors,  or a  committee  thereof at the Board's  discretion,  to grant stock
options to officers,  directors,  key employees,  and consultants of the Company
and its  affiliates.  An  aggregate  of 900,000  shares of common stock has been


                                       27
<PAGE>


reserved  for  issuance  upon  exercise of the options  granted  under the Plan.
Pursuant to the Plan, the exercise price shall in no event be less than the fair
market value of the shares of common stock at the date of grant.

During the year ended  December 31, 2001,  stock options for 600,000 shares have
been  granted to  employees  and  directors  under the Plan.  Of these  options,
500,000 were granted on September 7, 2001, at an exercise price of $0.12,  being
the quoted market price of the Company's shares at the date of grant, and expire
on September 6, 2011. The remaining 100,000 were granted on November 1, 2001, at
an  exercise  price of $0.09,  being the quoted  market  price of the  Company's
shares at the date of grant,  and expire on October 31,  2011.  No options  were
exercised during 2001.

Had  compensation  expense been determined as provided in SFAS No. 123 using the
Black-Scholes  option-pricing  model,  the pro forma  effect of  options  issued
during the year ended  December  31,  2001 on the  Company's  net income and per
share amounts would have been as follows:

Net income, as reported                $156,000
Net income, pro forma                  $141,000
Net income per share, as reported      $   0.03
Net income per share, pro forma        $   0.03

The fair value of each option grant is  calculated  assuming an expected life of
five  years,  volatility  of 1.859%  and a dividend  yield of 0.  Because of the
different  dates of the grants,  an interest rate of 5.21% and 4.55% was applied
to the  calculation for the grants made September 7, 2001, and November 1, 2001,
respectively.

7.  STOCKHOLDERS' EQUITY

The Company is  authorized to issue  1,000,000  shares of preferred  stock,  par
value  $1  per  share.   The  preferred  stock  is  issuable  in  series,   with
designations, rights and preferences to be fixed by the Board of Directors.

8.  DETAILS OF CERTAIN BALANCE SHEET CAPTIONS

A summary of assets held for sale at December 31, 2001 is as follows:

(In thousands)
--------------------------------------------------------------------------------
     Gold Bar mill facility and other assets                             $  803
     Grassy Mountain property                                               639
                                                                         ------
                                                                         $1,442
                                                                         ======

     Current portion                                                     $  250
     Long-term portion                                                    1,192
                                                                         ------
                                                                         $1,442
                                                                         ======


                                       28
<PAGE>


A summary of other assets at December 31, 2001 is as follows:

(In thousands)
--------------------------------------------------------------------------------
     CGL receivable                                                    $  1,549
     Other                                                                   31
                                                                       --------
                                                                          1,580
      Less current portion                                               (1,575)
                                                                       --------
                                                                       $      5
                                                                       ========

During the year ended  December 31, 2001 net receipts from the sale of equipment
at the Gold Bar  property  did not meet  management's  expectations.  Due to the
declining  equipment sales and an overall slowdown in the mining  industry,  the
carrying value of the assets held for sale relating to the Gold Bar property and
the related  estimated  reorganization  liabilities were reduced by $100,000 and
$87,000  respectively and a $13,000  impairment  charge was recorded.  Effective
April 2002,  management was able to reach settlement  agreements with all of the
remaining  insurance carriers  regarding the ongoing CGL Claims litigation.  The
book value of the CGL claims was  increased by $898,000 from $651,000 to reflect
the settlement amounts, resulting in an increase in the estimated reorganization
liabilities  of $443,000 and a gain on the settlement of CGL claims of $455,000.
These settlements in aggregate provided the Company with $2,308,000 net proceeds
from December 31, 2000 through April 10, 2002.

9.  DETAILS OF CERTAIN STATEMENTS OF CASH FLOWS CAPTIONS

The  components  of the  adjustment  to  reconcile  net loss to net cash used in
operations  as reflected  in the  Consolidated  Statements  of Cash Flows are as
follows:
<TABLE>
<CAPTION>

                                                                  For Years Ended December 31,
(In thousands)                                                      2001               2000
----------------------------------------------------------------------------------------------
<S>                                                                <C>                <C>
Depreciation, depletion and amortization                           $    2             $  687
Impairment of mineral property                                          -                683
Impairment of assets held for sale                                     13                  -
                                                                   ------             ------
                                                                   $   15             $1,370
                                                                   ======             ======
Increase in trade/other accounts receivable                        $    -             $ (872)
Decrease in inventories                                                 -                166
Decrease (increase) in prepaid expense and other current assets
                                                                     (922)                14
Increase (decrease) in trade accounts payable                         (89)               211
Increase in accrued liabilities                                         -                237
Increase in estimated reorganization liabilities                      443                  -
Decrease in other liabilities, long-term                              (15)               (64)
                                                                   ------             ------
                                                                   $ (583)            $ (308)
                                                                   ======             ======
</TABLE>


                                       29
<PAGE>


During 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
                                                                       ======


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

(In thousands)                                                 2001         2000
--------------------------------------------------------------------------------

Interest                                                       $  1         $159
Income taxes                                                      -            -


10. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

Atlas was in an adversary  proceeding  against TRW, Inc.  ("TRW") and the United
States Environmental Protection Agency (the "EPA") pending before the Bankruptcy
Court,  District  of  Colorado.  This  action  was  brought  by Atlas  seeking a
declaratory  judgment that Atlas'  obligations  under a Consent  Decree  between
Atlas,  TRW and the EPA (the "Decree") have been discharged  under its confirmed
Reorganization  Plan. TRW and the EPA asserted that obligations under the Decree
are not dischargeable under federal bankruptcy laws.

On  October 4,  2000,  Atlas and the EPA  entered  into a  settlement  agreement
whereby the EPA concurred  with Atlas that all  obligations to reimburse the EPA
for response and oversight costs at the Coalinga  mine-site  ("Coalinga")  under
the Decree are discharged. The parties also agreed that Atlas "remains obligated
to perform  any further  "injunctive  relief"  which may be  required  under the
Decree."  Injunctive  relief  constitutes  clean-up,  maintenance  or  operation
activities at the Coalinga mine-site should they become necessary in the future,
but does not include  ongoing  oversight  and  response  costs as defined in the
Decree. The Company considers the chance of future "injunctive  relief" costs to
be remote.

On February 5, 2001, the Court granted a partial summary  judgment,  in favor of
Atlas,  discharging  $411,000 of the $534,000 TRW claim. The remaining claim for
$123,000,  which  represents  TRW's estimate of future response cost obligations
under the Decree,  was still  pending  before the Court until  October  2001. In
October 2001, the Bankruptcy Court approved a settlement between the Company and


                                       30
<PAGE>


TRW under which the Company agreed to repurchase  146,415 shares of common stock
owned by TRW for  $30,000  payable in three  equal  installments.  The first and
second  installments  were  paid  to TRW  in  October  2001  and  January  2002,
respectively. The final payment is due April 2002.

OTHER COMMITMENTS

The Company had no  non-cancelable  operating  leases having a remaining term in
excess of one year at December 31, 2001.

Amounts  charged to rent expense for the years ended  December 31, 2001 and 2000
were $7,000 and $24,000 respectively.

11. INCOME (LOSS) PER SHARE

The following sets forth the  computation of basic and diluted income (loss) per
share:

                                                    For Years Ended December 31,
(In thousands, except per share data)                 2001                2000
--------------------------------------------------------------------------------

Numerator:
  Income (loss) from continuing operations           $  156             $(1,644)
                                                     ------             -------

Denominator:
Basic
  Weighted average shares outstanding (1)             6,062               6,064
                                                     ------             -------
Diluted
  Weighted average shares outstanding (1)             6,138

Basic and diluted income (loss) per share            $ 0.03             $ (0.27)
                                                     ======             =======

(1)  Amounts for all years have been adjusted for a 1 for 30 reverse stock split
     effective on January 10, 2000.


12. INCOME TAXES

The Company had no provision  for income taxes for the years ended  December 31,
2001 and 2000.

Deferred income taxes result from temporary  differences in the timing of income
and  expenses  for  financial  and income tax  reporting  purposes.  The primary
components  of deferred  income taxes result from  exploration  and  development
costs;  depreciation,  depletion and  amortization  expenses;  impairments;  and
reclamation accruals.



                                       31
<PAGE>


The net  deferred  tax  balances in the  accompanying  December 31, 2001 balance
sheet include the following components:

  (In thousands)
  ------------------------------------------------------------------------------
  Deferred tax assets:
       Net operating loss ("NOL") carryovers                           $  8,525
       Capital loss ("CL") carryovers                                     5,601
       Post retirement benefit accrual                                       55
       Reorganization expenses                                              278
       Depreciation, depletion and amortization                           3,317
                                                                       --------
  Total deferred tax assets                                              17,776
  Deferred tax asset valuation allowance                                (17,517)
                                                                       --------
  Net deferred tax assets                                                   259
  Deferred tax liabilities                                                 (259)
                                                                       --------
  Net deferred tax balances                                            $      -
                                                                       ========

The change in the Company's valuation allowance is summarized as follows:

                                                    For Years Ended December 31,
(In thousands)                                         2001             2000
--------------------------------------------------------------------------------
Valuation allowance, beginning of period             $ 19,418          $18,899
Continuing operations                                     (54)             575
Restriction of carryforwards                           (1,846)            (685)
Other                                                      (1)             629
                                                     --------          -------
                                                     $ 17,517          $19,418
                                                     ========          =======

A  reconciliation  of expected  federal  income taxes on income from  continuing
operations at statutory rates with the expense for income taxes is as follows:

                                                    For Years Ended December 31,
(In thousands)                                         2001             2000
--------------------------------------------------------------------------------
Income tax at statutory rates                         $ 54             $(575)
Increase (decrease) in deferred tax
  asset valuation allowance                            (54)              575
                                                      ----             -----
Income tax expense                                    $  -             $   -
                                                      ====             =====

At December  31, 2001 the Company has unused U.S. CL  carryovers  of  $4,127,000
which commence expiring in 2002. The Company also has U.S.  alternative  minimum
tax  credit  (AMT)  carryovers  of  $127,000,   which  can  be  carried  forward
indefinitely. Unused U.S. NOL carryovers at December 31, 2001 are as follows:

Expiring in year ending December 31 (in thousands)
--------------------------------------------------------------------------------
      2002                                                               $ 4,127
      2003                                                                 2,050
      2004                                                                 5,368
      2005                                                                 5,037
      Later years                                                         56,890
                                                                         -------
                                                                         $73,472
                                                                         =======


                                       32
<PAGE>


The U.S. carryovers are subject to restrictions due to change of ownerships,  as
defined by U.S.  tax laws,  occurring  in October  1996 when the Company  issued
stock  for the  acquisition  of Arisur  and in  December  1999 when the  Company
emerged from  bankruptcy.  These  restrictions  limit the future  utilization of
carryovers that existed at the date of the ownership changes.

13. GEOGRAPHIC SEGMENTS

Financial information regarding geographic segments is set out below:

                                                    For Years Ended December 31,
(In thousands)                                         2001             2000
--------------------------------------------------------------------------------
Revenue
     United States                                    $    -           $    -
     Bolivia                                               -            3,372
                                                      ------           ------
Total Revenues                                        $    -           $3,372
                                                      ======           ======

Long-Lived Assets
     United States                                    $1,298           $2,028
     Bolivia                                               -            3,618
                                                      ------           ------
Total Long-Lived Assets                               $1,298           $5,646
                                                      ======           ======


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ---------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

Not Applicable.






                                       33
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
         --------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
         -------------------------------------------------

The information  required for this item appears in the Company's Proxy Statement
for the 2002  Annual  Meeting  to be filed  within 120 days after the end of the
fiscal year and is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION

The information  required for this item appears in the Company's Proxy Statement
for the 2002  Annual  Meeting  to be filed  within 120 days after the end of the
fiscal year and is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information  required for this item appears in the Company's Proxy Statement
for the 2002  Annual  Meeting  to be filed  within 120 days after the end of the
fiscal year and is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information  required for this item appears in the Company's Proxy Statement
for the 2002  Annual  Meeting  to be filed  within 120 days after the end of the
fiscal year and is incorporated herein by reference.



                                       34
<PAGE>


ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      Exhibits:

Exhibit
Number                             Exhibit
-------                            -------
 2.1       Atlas Corporation's second amended plan of reorganization

 2.2      Atlas Precious Metals Inc.'s second amended plan of reorganization

 2.3      Atlas Gold Mining Inc.'s revised second amended plan of reorganization
          (1)

 3.1      Articles of Incorporation of Atlas Minerals Inc. dated February
          3, 2000 (1)

 3.2      Bylaws of Atlas Minerals Inc. dated February 10, 2000

10.1      Moab Utah  Millsite  Transfer  Agreement  dated April 28, 1999 between
          Atlas Corporation,  the Official Unsecured  Creditors  Committee,  the
          NRC, the State of Utah and ACSTAR Insurance Companies (3)

10.2      Revised   second   amended   joint   disclosure   statement  of  Atlas
          Corporation, Atlas Gold Mining Inc. and Atlas Precious Metals Inc. (4)

10.6      Option Agreement among Seabridge Resources Inc., Newco, Atlas Precious
          Metals Inc. and Atlas Minerals Inc. effective February 14, 2000 (5)

10.7      First Amendment to Option  Agreement  effective  December 31, 2000, by
          and among Atlas Precious  Metals Inc,  Atlas Minerals Inc.,  Seabridge
          Resources Inc., and Newco (5)

10.8      Second Amendment to Option  Agreement  effective July 31, 2001, by and
          among  Atlas  Precious  Metals Inc,  Atlas  Minerals  Inc.,  Seabridge
          Resources Inc., and Newco (6)

10.9      Stock Option Plan dated September 7, 2001 (6)

10.10     Form of Stock Option  Agreement  between the Company and the Optionees
          (6)

21.0      Subsidiaries of the Company (2)

-------------

(1)  Incorporated by reference to the Company's Report on Form 8-K filed on
     February 4, 2000.

(2)  Incorporated by reference to the Company's annual report on Form 10-KSB for
     the year ended December 31, 1999.

(3)  Incorporated by reference to the Company's quarterly report on Form 10-QSB
     filed on August 13, 1999.

(4)  Incorporated by reference to the Company's quarterly report on Form 10-QSB
     filed on November 12, 1999.

(5)  Incorporated by reference to the Company's annual report on Form 10-KSB for
     the year ended December 31, 2001 and filed May 15, 2001.

(6)  Filed herewith and attached to this Form 10-KSB.


(b)  No reports on Form 8-K were filed during the fourth quarter of 2001.


                                       35
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

ATLAS MINERALS INC.

By:     /s/   Gerald E. Davis
              -------------------------------------------
Name:         Gerald E. Davis
Title:        President and Chief Financial Officer

Date:         April 5, 2002

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated. Each individual whose signature appears below hereby designates
and appoints  Gerald E. Davis as such person's true and lawful  attorney-in-fact
and  agent  (the   "Attorney-in-Fact")  with  full  power  of  substitution  and
resubstitution,  for each person and in such person's name,  place and stead, in
any and all capacities,  to sign any and all amendments to this Annual Report on
Form 10-KSB,  which  amendments  may make such changes in this Annual  Report on
Form  10-KSB as the  Attorney-in-Fact  deems  appropriate  and to file each such
amendment with all exhibits thereto, and all documents in connection  therewith,
with the Securities and Exchange Commission,  granting unto the Attorney-in-Fact
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying and  confirming  all that the  Attorney-in-Fact,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

By:      /s/  H.R. (Roy) Shipes                                    April 5, 2002
         ---------------------------------------------------
Title:   Chairman, Chief Executive Officer, Secretary
         and Director

By:      /s/  Gerald E. Davis                                      April 5, 2002
         ---------------------------------------------------
Title:   President, Chief Financial Officer and Director

By:      /s/  Douglas Cook                                         April 5, 2002
         ---------------------------------------------------
Title:   Director

By:      /s/  Robert Miller                                        April 5, 2002
         ---------------------------------------------------
Title:   Director

By:      /s/  David A. Groshoff                                    April 5, 2002
         ---------------------------------------------------
Title:   Director




                                       36