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, 2000

                           COMMISSION FILE NO. 1-2714

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

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

2323 S. Troy Street, Suite 5-210, Aurora, CO 80014                  303-306-0823
--------------------------------------------------        ----------------------
(Address of principal executive offices) (Zip Code)      (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 $3,372,000

Aggregate market value of 3,068,476 shares of Common Stock held by
non-affiliates of the Registrant as of April 20, 2001 was $368,217.

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 20, 2001 Registrant had outstanding 6,063,858 shares of Common
Stock, $0.01 Par Value, its only class of voting stock.

Documents Incorporated by Reference - None

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

<PAGE>


                                     PART I

Item 1. Description of Business
        -----------------------

Atlas Minerals Inc. (formerly Atlas Corporation) ("Atlas") filed a petition for
relief under Chapter 11 of the U.S. Bankruptcy Code on September 22, 1998. Atlas
Precious Metals Inc. ("APMI") and Atlas Gold Mining Inc. ("AGMI"), two of the
Company's subsidiaries, 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 have consummated the Reorganization Plan and
emerged from Chapter 11 on January 10, 2000. Final decrees were issued on
November 8, 2000 by the Bankruptcy Court officially closing the APMI and AGMI
cases. The Atlas case remains open, with the Bankruptcy Court retaining limited
jurisdiction, pending the entry of a final decree closing the case. The one
remaining issue before the court is an adversary proceeding against TRW, Inc.
See Item 3. "Legal Proceedings" for additional discussion.

Throughout this document, when we refer to the "Reorganized Company" or the
"Company", we are referring to Atlas Minerals Inc. and its subsidiaries from and
after December 11, 1999. When we refer to the "Predecessor Entity", we refer to
Atlas Minerals Inc. and its subsidiaries prior to December 11, 1999. References
to "Atlas", "Arisur", "APMI" and "AGMI" refer to each of the respective
companies on a stand-alone basis.

All statements other than statements of historical fact made in this Form 10-KSB
are forward looking. In particular, statements regarding industry prospects,
future results of operations or financial position, and statements preceded by,
followed by or that include the words "intends," "estimates," "believes,"
"will," "expects," "anticipates," "should," "could," or similar expressions, are
forward looking statements and reflect our current expectations and are
inherently uncertain. Actual results may differ significantly from our
expectations. Factors that could cause actual results to differ include, among
others: general economic conditions, metal and mineral prices, political events
in foreign countries, the risks associated with foreign operations generally,
the timing of receipt of necessary governmental permits, climatic conditions,
labor relations, availability and cost of material and equipment, the actual
configuration of ore bodies, delays in anticipated start-up dates, environmental
risks, the results of financing efforts and other risk factors detailed in this
Form 10-KSB and Form 8-Ks filed with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on forward-looking statements.

GENERAL
-------

The Company is principally engaged in the exploration, development and
exploitation of mineral properties. The Reorganized Company was incorporated
under the laws of the State of Colorado on February 3, 2000. The principal
office of the Company is located at 2323 South Troy Street, Suite 5-210, Aurora,
Colorado 80014. The Company holds 100% ownership of one operating subsidiary,
Arisur Inc. ("Arisur"), a Grand Cayman corporation (see discussion below for
current status of its activities). The Company also owns an inactive subsidiary,
Suramco Metals, Inc. ("Suramco"). In addition, Atlas owns approximately 85% of
APMI, incorporated under the laws of the State of Nevada, which holds the Grassy
Mountain property. APMI also owns approximately 63% of AGMI, incorporated under
the laws of the State of Nevada, which holds the mineral reserves and other
assets and infrastructure at the Gold Bar mine. Each of the properties is
described below.

As of April 26, 2001, Atlas employs 1 person at its headquarters in Aurora,
Colorado.

                                       2

<PAGE>


ARISUR INC.
-----------

Until the first quarter of 2001, Arisur owned and operated the Andacaba Mine and
Mill as well as the Don Francisco and Koyamayu development properties. All three
properties are underground lead, zinc and silver operations located in southern
Bolivia. Arisur processed ore through its Andacaba Mill and in 1997 purchased
the Koyamayu property and the Comali Mill for expansion opportunities. In 1998,
the operating company in Bolivia, Compania Minera Andacaba S.A., was merged into
Arisur Inc., the Bolivian Branch, 100% controlled by Arisur.

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, confirmed the required amount of reserves and recommended
additional investment in the operation in order to assure a sustainable
production rate of 400 tonnes per day. Despite this report, the Company and CAF
were unable to negotiate a restructuring of the loan. The Company investigated
all feasible actions to continue the Arisur operations. These actions included
investigating alternative sources of debt and equity financing in order to
provide additional investment to Arisur, and consideration of possible
restructuring of the Arisur operations. These actions continued into the first
quarter of 2001 and ultimately proved unsuccessful due to weakness in mineral
prices, continuing losses from Arisur's operations, and the inability to
identify alternative sources of debt or equity financing at costs acceptable to
management. During the first quarter of 2001, CAF began foreclosure proceedings
against Arisur and the Company's participation in Arisur's operations was
terminated. Therefor the investment in Arisur was effectively abandoned as of
January 1, 2001. The Company has decided to concentrate its remaining resources
on other opportunities. See Notes 3 and 4 to the Consolidated Financial
Statements in Item 7 for additional discussion and information.

GRASSY MOUNTAIN PROPERTY
------------------------

Project Status

On February 14, 2000, Atlas signed a purchase option agreement (the "Option
Agreement") for the Grassy Mountain property with Seabridge Resources Inc.
("Seabridge"). Under the terms of the Option Agreement, Seabridge paid to Atlas
$150,000 (non-refundable) for the exclusive option to acquire the Grassy
Mountain property anytime on or before December 31, 2001. In order to maintain
the option for the full term of the Option Agreement, Seabridge must make
additional option payments of $50,000 on or before July 31, 2000 (paid),
$100,000 on or before December 31, 2000 (paid) and $50,000 on or before July 31,
2001. In December 2000, the Option Agreement was amended to allow Seabridge to
extend the term of the agreement to June 30, 2002 in exchange for an additional
$50,000 non-refundable option payment on or before December 31, 2001. If
Seabridge exercises its option, this additional option payment will be credited
towards the purchase price of the Grassy Mountain property. Seabridge may
exercise its option at any time during the option period to acquire the Grassy
Mountain property for $1.7 million. The purchase price would consist of a
$250,000 cash payment, 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.
The note would be secured by a first priority lien and security interest on the
Grassy Mountain property.

                                       3

<PAGE>


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.

Location

The Grassy Mountain project is located in northern Malheur County, Oregon,
approximately 22 miles southwest of Vale, Oregon. The property is accessed by
traveling four miles west from Vale on U.S. Highway 20, then south on the Twin
Springs County Road for 23 miles, or by driving south from Nyssa on U.S. Highway
95 to Owyhee and then west to Rock Springs Canyon and by gravel road for 14
miles. The project elevation ranges from 3,300 to 4,300 feet.

Property

The Grassy Mountain property encompasses approximately 6 square miles. Atlas
owns 138 unpatented lode claims and an additional 46 unpatented lode and placer
claims are controlled under two separate mineral lease or lease/option to
purchase agreements. Approximately 1,000 acres of fee surface, 240 acres of fee
surface and minerals, and 80 acres of fee minerals are held under two
lease/option agreements.

Geology

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 tufaceous siltstones, sandstones,
and conglomerates. The rocks have been dated through mammalian fossils and
Potassium-Argon chronology to be approximately 10 million years old. The
sediments are primarily flat lying with a slight regional dip to the east. The
structural trend of the area is N10W to N30E. Later post mineralization east
west faulting probably cut these features.

Mineralization is associated with a low-grade gold siliceous hot springs system
with enrichment along multi-stage quartz-adularia veins and favorable
lithologies. Explosive brecciation and overpressuring of the rock, common in
these systems, was minimized due to the un-lithified nature of the sediments.
The mineralized rock is highly silicified and locally brecciated in the vicinity
of the feeder structures. As silicification decreases so does grade. Away from
the feeder zones lithology also plays an important role in gold deposition. The
finer grained siltstones contain the bulk of the lower grade material. The
higher grades are found in the coarser arkosic sandstones. The feeder or vein
zones contain grades as high as 20 ounces of gold/ton ("oz. Au/t").

                                       4


<PAGE>


History

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.

Detailed mapping and sampling were completed in 1986 and several drill targets
were defined. Hole 26-9 is considered the discovery hole with 145 feet of
mineralization averaging 0.075 oz. Au/t. The claim block was expanded and
exploration work continued through 1991. The Predecessor Entity completed 388
drill holes for a total of approximately 221,500 feet on the property.

Newmont Grassy Mountain Corporation ("Newmont"), a wholly owned subsidiary of
Newmont Exploration Company leased the property from the Predecessor Entity in
September, 1992 and continued property evaluation through August, 1994
completing an additional 13 core and reverse circulation holes.

In September 1996 the Predecessor Entity executed an agreement with Newmont,
(the "Agreement"), which provided for the reconveyance of the Grassy Mountain
property to the Predecessor Entity. Pursuant to the Agreement, Atlas paid an
amount of $206,000 to Newmont, issued a $500,000 unsecured, non-interest-bearing
promissory note (originally due September 18, 1997, but subsequently extended,
then defaulted) and assumed bonding requirements for exploration reclamation of
approximately $146,000.

On January 9, 1998 the Predecessor Entity signed an option agreement with
Tombstone Explorations Company Ltd. ("Tombstone"), granting to Tombstone an
exclusive option to purchase 100% of the Grassy Mountain property for $4
million. The payments were to be made over four years approximating $1 million
each year. On July 15, 1998, Tombstone terminated its option and returned 100%
of the property to Atlas.

Exploration work during Tombstone's program at Grassy Mountain included 8,500
feet of reverse circulation and core drilling in ten drillholes. Tombstone
completed an extensive review of previous work at the property and commissioned
an economic review and scoping study by Pincock Allen & Holt ("PA&H"). The 1997
review indicated the potential for the existing resource to be economically
recoverable through underground mining methods. The review also concluded that
significant additional exploration potential exists to identify additional high
grade and bulk mineable low-grade deposits.

Reserves

As part of a detailed feasibility study conducted by Kilborn SNC-Lavalin, Inc.
("Kilborn") in 1990, PA&H developed an open pit mine model. The feasibility
study resulted in the definition of a mineable reserve of 996,000 ounces at a
$350 gold price from 16 million tons at grades 0.062 oz. Au/t of mill and heap
leach ores. Neither the recovered silver nor low-grade leach ores were
considered. The contained silver is approximately 2,467,000 ounces.

PA&H completed a feasibility study in 1990. The database utilized for this study
consisted of 180 drill holes in the main deposit area. The drilling is
predominantly vertical and angle reverse circulation rotary drill holes with
some core holes. Using a 0.02 oz. Au/t cutoff, PA&H calculated a geologic
resource of 17,217,000 tons at a grade of 0.061 oz. Au/t for a total of
1,051,500 ounces and 2,610,000 ounces of contained silver.

                                       5

<PAGE>


Underground Study

Two underground feasibility studies were commissioned to evaluate 200 tons per
day ("tpd") and 1,000 tpd production options by Kilborn and Dynatec Mining
Corporation, respectively. The 200-tpd study indicated diluted mineable reserves
of 131,000 tons at a grade of 1.132 oz. Au/t for 149,000 contained ounces. The
second, larger scale underground study at 1,000 tpd used an 0.08 oz. Au/t cutoff
and identifies diluted mineable reserves as 1.9 million tons at a grade of 0.262
oz. Au/t for 497,000 contained ounces.

Exploration

An additional resource was drilled out approximately 1 mile west of the main
deposit. The Crabgrass target contains a near surface geologic resource at a
0.02 oz. Au/t cutoff of 24,000 ounces contained in 600,000 tons grading 0.038
oz. Au/t.

GOLD BAR MINE
-------------

Project Status

In August 1999, the Predecessor Entity reached an agreement with Bonanza
Explorations Inc. (as a successor corporation to Vengold Inc.) ("Bonanza")
giving Bonanza the option to acquire all of the Company's interest in 603
unpatented lode claims and 6 patented lode claims at the Gold Bar property.
Bonanza is obligated under the agreement to incur $200,000 in exploration costs
on the property by December 31, 2001. The Company will retain a 2% net smelter
royalty interest in the property if the option is exercised. The Company has
retained 8 patented millsite claims. The Company's remaining claims on the Gold
Bar property were dropped on August 31, 1999 in order to avoid paying the annual
holding fees on the claims of approximately $260,000. The Company no longer
intends to develop, operate or otherwise invest in this property.

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. M&E will receive a 25% commission on
all proceeds received under the agreement. Net receipts from the sale of the
equipment were approximately $90,000 during 2000.

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 $178,000 at
December 31, 2000) 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 15% of any excess
proceeds.

Location

The Gold Bar property is located in and adjacent to the Roberts Mountains in
Eureka County, Nevada, at elevations ranging from 6,400 to 8,800 feet above sea
level. The area is reached by traveling 22 miles west of Eureka, Nevada, on U.S.
Highway No. 50 and 17 miles northeast along the Three Bars Road.

                                       6

<PAGE>


Property

The Gold Bar property area encompasses approximately 20 square miles. There are
603 unpatented lode-mining claims 100% owned by Atlas. Atlas also owns 6
patented lode claims and 8 patented millsite claims.

Geology

All of the mineralization found occurs as sediment-hosted "Carlin-type"
deposits. These deposits are 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. Gold mineralization and alteration are characteristically
enriched in the trace elements and minor silver.

History

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
in the area subsequently led to acquisition of land, target development, and
drilling. Since then, the Predecessor Entity has discovered five gold deposits:
Gold Bar, Goldstone, Gold Ridge, Gold Pick, and Gold Canyon. From inception
through cessation of operations in 1994, 485,200 ounces of gold were recovered
from 7,514,600 tons of ore grading .074 ounces of gold per ton milled.

Mill construction was completed in 1986 with the first gold poured in January
1987. The mill was originally designed and constructed for 1,500-tpd throughput,
later expanded in 1989 to the current 3,200-tpd rate.

Mining operations were suspended in February 1994 pending additional drilling
and further study of cost cutting measures. The confirmatory drill program
included 303 surface and 55 underground holes.

In late 1994 the Predecessor Entity decided to accelerate the exploration of the
claim block by entering into joint venture agreements with Rayrock Yellowknife
Resources Inc. and Homestake Mining Company. Rayrock's work consisted of
geological mapping and sampling, geophysical CSAMT lines and 65 reverse
circulation drill holes. Homestake completed additional geophysical CSAMT and
gravity lines as well as 26 reverse circulation drill holes.

In the summer of 1995, exploration by the Predecessor Entity produced
encouraging drill results near the Gold Bar Mill. To accelerate the delineation
of the newly discovered Millsite deposit the Predecessor Entity entered into an
exploration and development agreement with Vista Gold Corp. whose work included
33 reverse circulation drill holes.

All of these exploration joint venture agreements were terminated in 1995 and
1996 at which time the Predecessor Entity began a search for a partner for the
entire property. On June 6, 1997 Barrick Gold Exploration Inc. ("Barrick")
completed the purchase from the Predecessor Entity of more than 90% of the Gold
Bar property, with an option to acquire the balance within two years. The
Predecessor Entity received $1,000,000 in cash from Barrick, and Barrick

                                       7

<PAGE>


purchased one million Atlas Common Shares at $1 per share. Under the terms of
the purchase, Barrick was required to spend $3,000,000 on the property prior to
June of 1999.

In December 1998, the Predecessor Entity negotiated a Mutual Termination
Agreement with Barrick, which returned the property to Atlas. Barrick also paid
the Predecessor Entity $150,000 in satisfaction of its remaining obligation.
Barrick had spent $2.7 million of the required $3.0 million obligation on
geologic mapping, geophysics and exploratory drilling, and the results of the
work suggested they would not continue to perform under the agreement. The
bankruptcy court approved this Mutual Termination Agreement in January 1999.

Resources

After completion of the drill program noted above in 1994, the mine plan for the
Gold Pick and Gold Ridge deposits established proven and probable mineable
reserves, which were independently audited by Mine Reserve Associates of Denver,
Colorado in December 1994, and confirmed by Pincock, Allen & Holt, Inc. of
Denver, Colorado as part of its independent review of the Gold Bar Resource
Area, dated December 13, 1995. The reserves were as follows at a gold price of
$400:
<TABLE>
<CAPTION>


                          Proven and Probable Reserves
                                  December 1996

                                                                                   Contained
                               Ore tons            Grade (oz Au/t)                 Ounces(1)
                            ---------------------------------------------------------------------

<S>                              <C>                    <C>                         <C>
Gold Pick East                   1,278,000              0.073                       93,939
Gold Pick West                   1,009,000              0.069                       69,909
Gold Ridge                         391,000              0.059                       23,077
                            ----------------------------------------------------------------------

Total                            2,678,000              0.070                      186,925
                            ======================================================================

(1)  Estimated recoverable ounces of 157,000 based upon an overall 84% recovery
     rate.

                              Measured & Indicated
                             Mineralized Material *

                              Tons                                            Contained
                              (000)              Grade (oz Au/t)               Ounces
                             -----------------------------------------------------------

Advanced Prospects**              3,369               0.031                     104,000

</TABLE>


*    "Mineralized Material" is precious metal bearing rock that has been
     physically delineated by one or more of a number of methods including
     drilling, underground sampling and surface trenching and sampling. This
     material has been found to contain a sufficient amount of mineralization of
     an average grade of metals to have economic potential that warrants further
     exploration and evaluation. Estimates of tonnage and grade are made on the
     continuity, size and shape of the mineralization and have taken into
     account effects of waste mining and dilution.


**   Advanced prospects include Cabin Creek, Hunter, Gold Canyon and Pot Canyon.

At April 13, 2001 the market price of gold was $259 per ounce. The foregoing
reserves and mineralized material are not economic at this price.

                                       8

<PAGE>


RISK FACTORS
------------

Prices
------

The Company's profitability has and continues to be significantly affected by
metal prices. These prices may fluctuate widely and are affected by numerous
factors beyond the Company's control, including global and regional demand,
production costs, transportation and smelting charges, political and economic
conditions, the strength of the United States dollar and exchange rates.

Gold, lead, zinc and silver are products that can be easily sold on numerous
markets throughout the world. It is not difficult to ascertain the market price
for these metals at any particular time, and these metals can be sold to a large
number of refiners or metal dealers on a competitive basis.

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.

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

The Company competes with substantially larger companies in the acquisition of
properties and the production and sale of metals and it may be considered to be
at a competitive disadvantage compared to such companies. The Company does not
believe that it or any other competitor is a material factor in the metal
markets, and the price which it 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
metals that it can produce.

Mining and Processing
---------------------

The Company's mining operations are subject to risks and hazards inherent in the
mining industry, including but not limited to unanticipated variations in 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.

                                       9
<PAGE>


Item 2. Description of Property
        -----------------------

The Company's material properties consist of the Gold Bar and Grassy Mountain
gold properties, which contain gold resources, described under "Item 1.
Business".

Item 3. Legal Proceedings
        -----------------

See discussion of the Chapter 11 reorganization in item 1 - "business" and item
6 - "management's discussion and analysis or plan of operation."

Atlas is 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 judgement, in favor of
Atlas, that $411,000 of the $534,000 claimed by TRW was discharged by Atlas'
confirmed Plan of Reorganization. The claim for the remaining $123,000, which
represents TRW's estimate of future response cost obligations under the Decree,
is still pending before the Court. Management believes that it has arguments
that the remaining obligations under the Decree are also subject to discharge
under Federal bankruptcy laws. However, management is unable to predict the
ultimate outcome or any potential damages to the Company at this time.

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, 2000.

                                       10


<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters
        --------------------------------------------------------

Atlas' common stock is traded on the OTC Pink Sheets under the symbol ATMR. The
high and low sales prices for the common stock for each quarterly period are as
follows:

<TABLE>
<CAPTION>

                               Quarter Ended                 Year Ended                Year Ended
                                 March 31,                  December 31,              December 31,
                                    2001                        2000                      1999
                         -------------------------------------------------------------------------------
Quarter Ended                High          Low           High          Low          High         Low
--------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>           <C>           <C>           <C>          <C>
March 31                 $  0.75       $    0.10     $    1.80     $    0.75     $    2.70    $    1.20
June 30                                                   1.50          0.02          1.77         0.75
September 30                                              0.50          0.18          2.40         0.75
December 31                                               0.25          0.10          2.85         0.75

</TABLE>

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.

No dividends were declared in the year ended December 31, 2000. At April 19,
2001, there were approximately 400 holders of record of the Company's common
stock.

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.

GENERAL OVERVIEW
----------------

As previously noted, 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. The Company has not, and does not
intend to seek protection under any applicable bankruptcy laws for its wholly
owned subsidiary, Arisur. On December 11, 1999, the Bankruptcy Court approved
the Reorganization Plan of Atlas, APMI and AGMI. Atlas, APMI and AGMI have
consummated the Reorganization Plan and emerged from Chapter 11 on January 10,
2000. Final decrees were issued on November 11, 2000 by the Bankruptcy Court
officially closing the APMI and AGMI cases. The Atlas case remains open, with
the Bankruptcy Court retaining limited jurisdiction, pending the entry of a
final decree closing the case. The one remaining issue before the court is an
adversary proceeding against TRW, Inc. See Item 3. "Legal Proceedings" for
additional discussion


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 ("NRC"), the State of Utah, ACSTAR
(surety provider for Atlas) and others, executed the Moab Utah Millsite Transfer
Agreement ("MUMTA"), which absolved the Company from all future liability with

                                       11

<PAGE>


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 consideration for this release, Atlas contributed certain
Millsite related assets to a Reclamation Trust to be controlled by the
government. The assets include all current and future Title X receivables
(Federal cost reimbursement program for uranium reclamation costs incurred),
Atlas' water rights and land at the Millsite and $5,250,000 of restricted cash.
Additionally, ACSTAR and the Reclamation Trust each will receive 2.5% of the
stock in the Reorganized Company. The Company recognized a gain of $756,000 on
the transaction, which is included in "Extraordinary item: net gain from
extinguishment of debt" in the consolidated statement of operations for the
period ended December 11, 1999.

The majority of the remaining claims against the Predecessor Entity were treated
as unsecured claims (the "Creditors") in the Bankruptcy proceeding. Under the
Reorganization Plan, these claims were entitled to receive stock representing
67.5% of the Reorganized Company. In addition, the Creditors will receive a
percentage distribution upon the sale/realization of certain assets of the
Reorganized Company. Those assets include; 1) proceeds from the salvaging of the
Company's Gold Bar mill facility and related equipment located near Eureka,
Nevada (reorganization value of $940,000, 75% to Creditors); 2) proceeds from
the sale of the Company's Grassy Mountain property located in eastern Oregon
(reorganization value of $925,000, 75% to Creditors) 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, Creditors receive 10% of the first $1.5 million of net
proceeds, 50% thereafter).

The Reorganization Plan also provided for the distribution of stock representing
12.5% of the Reorganized Company to 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.

As a result of the Reorganization Plan, the Predecessor Entity ceased to exist
on December 11, 1999 and the Reorganized Company came into existence on the same
date. For reporting purposes, the periods from January 1, 1999 to December 11,
1999 and from December 12, 1999 to December 31, 1999 have been shown separately
in this Form 10-KSB and the financial statements contained herein (Item 7).
However, for purposes of the following discussion, these periods have been
combined in order to present a more informative and comparable analysis of the
Company's financial condition and results of operations. Accordingly, references
to the "Company" in the discussion that follows will refer both to the
Predecessor Entity and the Reorganized Company. The Company's results of
operations for the period subsequent to December 11, 1999 have not been prepared
on a basis of accounting consistent with its results of operations for periods
prior to December 11, 1999 due to the implementation of fresh-start reporting
upon Atlas' emergence from bankruptcy. The reorganization adjustments primarily
affect depreciation and amortization.

During the period from December 12, 1999 to December 31, 1999, there were no
significant events or operational changes that warrant separate disclosure.
Arisur generally sells one lot of each the zinc concentrate and the lead
concentrate each month. During December 1999, these sales fell in the second
half of the month and accordingly were recorded in the period from December 12,
1999 to December 31, 1999. Production costs for this period include the usual
and customary costs allocated to cost of sales including mine management for the
full month of December. All other costs recorded during the period from

                                       12

<PAGE>


December 12, 1999 to December 31, 1999 were recorded either on a pro-rata basis
for the month of December or on a specific charge basis as appropriate in the
circumstances.

On May 9, 1999, Arisur defaulted on a payment of $478,000 due under its loan
agreement with Corporacion Andina de Fomento ("CAF"). Subsequently CAF agreed to
restructure the remaining balance of the debt under the condition that Arisur
demonstrate that it had a minimum of four years of proven reserves at a
production rate of 400 tonnes per day at Arisur's Andacaba mine. In April 2000,
Latinamerican Investment Advisory Group ("LIAG"), an independent Latin American
engineering firm retained by CAF, confirmed the required amount of reserves and
recommended additional investment in the operation in order to assure a
sustainable production rate of 400 tonnes per day. Despite this report, the
Company and CAF were unable to negotiate a restructuring of the loan. The
Company investigated all feasible actions to continue the Arisur operations.
These actions included investigating other 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. Therefor the investment in Arisur was effectively abandoned as of
January 1, 2001. The Company has decided to concentrate its remaining resources
on other opportunities. During the year ended December 31, 2000, the Company
recorded an impairment charge of $683,000 related to the Andacaba mine. Atlas
Minerals, Inc. and its other subsidiaries have not guaranteed any liabilities of
Arisur. Therefor, all revenue, cost of operations, assets and liabilities of
Arisur will be 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 as of and for the year
ended December 31, 2000.

WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES
------------------------------------------------

During 2000 the working capital deficit increased approximately $300,000 from
$2.3 million at December 31, 1999 to $2.6 million at December 31, 2000. This was
primarily a result of cash used in operations during the year of $582,000 and
development costs at the Andacaba mine of $254,000. That reduction was offset by
cash generated from other assets and assets held for sale of approximately
$400,000 (net of investments in these assets of approximately $212,000).
Excluding Arisur operations, the Company's working capital was $600,000 at
December 31, 2000 compared to $300,000 at December 31, 1999. 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, 2000 and 1999, the Company had capital
expenditures of $254,000 and $718,000 respectively, consisting almost entirely
of development expenditures at its Andacaba mine in Bolivia. The Company
currently anticipates that capital expenditures will be minimal in 2001.

The Company expects to generate cash to cover general, administrative and other
operating expenses through the sale/realization of its North American assets.
These assets include the salvaging of the Gold Bar mill (see "Item 1. Business,
Gold Bar Mine"), sale of the Grassy Mountain property (see "Item 1. Business,
Grassy Mountain Property") and the pursuit of insurance claims against various
insurance carriers for costs incurred to reclaim the Moab uranium tailings pile.
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. However, during 2000 and the first quarter of 2001, the Company was

                                       13

<PAGE>


able to generate cash from these sources sufficient to fund operations through
the third quarter of 2001. Along with other anticipated receipts during 2001,
the Company believes that cash will be sufficient to cover its operations
through 2001. 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, management believes that SFAS No.
133 will not have an impact on its financial position or results of operations.

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

RESULTS OF OPERATIONS
---------------------

Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999
-------------------------------------------------------------------------

Revenues

During the year ended December 31, 2000, the Company had mining revenue of
$3,372,000 compared to $3,485,000 in the year ended December 31, 1999. The
decrease was attributable to lower ore grades during the period and lower
average metal prices.

Production Costs and Depreciation, Depletion and Amortization

Production costs during the year ended December 31, 2000 were $3,234,000
compared to $3,657,000 for the same period in 1999. The lower costs are a result
of decreased overhead costs during the period and also operating cost reductions
and efficiencies implemented at the end of 1998 and during 1999.

Depreciation, depletion and amortization decreased to $686,000 in the year ended
December 31, 2000, from $1,009,000 in 1999. The reduction was a result of the
change in basis of property, plant and equipment as described and detailed in
Note 2 to the Consolidated Financial Statements in Item 7.

Shutdown and standby costs

Shutdown and standby costs at Gold Bar were $346,000 for the year ended December
31, 1999. These costs related to property taxes, insurance and other costs of
the Company's Gold Bar property. The Company no longer intends to develop,

                                       14

<PAGE>


operate or otherwise invest in the property as a continuing mining operation.
Therefore, no shutdown and standby costs were incurred in 2000. In accordance
with the Plan of Reorganization, continuing selling and holding costs of the
property and equipment were deducted from the fresh-start value.

Geological costs

Geological and land holding costs for the year ended December 31, 2000 were zero
compared to $106,000 for the same 1999 period. All geological costs were
eliminated in 2000 and land holding costs were eliminated or assumed by other
mineral companies in connection with the joint venture/sale of the respective
properties.

General and administrative expenses

General and administrative expenses for the year ended December 31, 2000 were
$347,000, which compares to $720,000 for the year ended December 31, 1999,
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 $308,000 to $159,000. Insurance costs
were also reevaluated and reduced where possible, declining from $109,000 to
$65,000 in 2000. Legal fees were reduced from $38,000 in 1999 to $14,000 in 2000
as certain legal disputes were resolved or settled. Shareholder services and
public relations were reduced from $48,000 in 1999 to $2,000 in 2000. The
Company moved its headquarters to smaller, more economical office space during
2000 resulting in a reduction of rent costs from $80,000 in 1999 to $24,000 in
2000. Other areas of reduction included taxes and licenses, accounting and
auditing fees and office overhead costs.

Other

Interest expense for the year ended December 31, 2000 was $437,000 compared to
$352,000 for the same period in 1999. The increase is a result of higher loan
balances outstanding in 2000 at the Company's Arisur subsidiary and also due to
higher interest rates in 2000 than in 1999.

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.

As described above under "Recent Events", the Company recorded an impairment of
mineral property of $683,000 in the three and six months ended June 30, 2000
related to its Andacaba mine in Bolivia, South America.

Reorganization costs were $834,000 for the year ended December 31, 1999. This
amount includes a charge of $384,000 for stock issued to management and
employees of the Company as compensation for their efforts during the
reorganization as well as professional and other fees related to the
reorganization. As the Company emerged from Chapter 11 in January 2000, no
reorganization expenses were incurred in 2000.

During the period ended December 11, 1999, the Predecessor Entity recorded a
charge for "fresh-start revaluation" of $3,349,000, determined as a result of a
revaluation of the Reorganized Company's assets/liabilities which is required
under generally accepted accounting principals. This amount consists of $4.1
million write down in the carrying value of Arisur, a $1.3 million write down of
the Gold Bar assets, a gain recorded on the adjustment to fair value of Grassy
Mountain of $255,000, a gain from the recording of the CGL claim of $1.5 million
and other miscellaneous gains totaling $259,000 (see "Item 7. Financial
Statements, Note 2").

                                       15

<PAGE>


The $4.1 million write down in the carrying value of Arisur and $1.3 million
write down of the Gold Bar assets at December 11, 1999 relates primarily to
decisions made in connection with the Reorganization Plan. With regard to Gold
Bar, The Company did not have sufficient funding in 1999 to renew approximately
80% of the Gold Bar claim block. Under the Reorganization Plan, the Reorganized
Company will salvage the mill and related infrastructure rather than attempt to
sell or develop the property as a continuing mining operation. Therefore, the
reorganization value of Gold Bar was less than the Company anticipated earlier
in 1999. With regard to Arisur, a combination of lower than expected metal
prices, lower than expected ore grades, and a deteriorating working capital
position in 1999 led management to reassess the recoverability of the carrying
value of the Arisur assets at the end of 1999. Based upon this reassessment,
management concluded that a write down was appropriate.

The Predecessor Entity also recorded an extraordinary gain from extinguishment
of debt of $9,199,000 for the period ended December 11, 1999 as a result of the
discharge of debt resulting from the Reorganization Plan (see "Item 7. Financial
Statements, Note 2")

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.

                                       16


<PAGE>


Item 7. Financial Statements
        --------------------

Index to Financial Statements                                            Page

        Consolidated Statements of Operations for
        the Year Ended December 31, 2000, the Period
        from December 12, 1999 to December 31, 1999 and the
        Period from January 1, 1999 to December 11, 1999                  18

        Consolidated Balance Sheet as of December 31, 2000                19

        Consolidated Statements of Stockholders' Equity
        (Deficit) for the Year Ended December 31, 2000,
        the Period from December 12, 1999 to December 31,
        1999 and the Period from January 1, 1999 to
        December 11, 1999                                                 20

        Consolidated Statements of Cash Flows for
        the Year Ended December 31, 2000, the Period
        from December 12, 1999 to December 31, 1999 and the
        Period from January 1, 1999 to December 11, 1999                  21

        Notes to Consolidated Financial Statements                     22 - 36

        Independent Auditors Report                                      37



                                       17


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

                                                                                               Predecessor
                                                                  Reorganized Company            Entity
                                                                  -------------------            ------

                                                                               Period from     Period from
                                                                               December 12,    January 1,
                                                                Year Ended      1999 to          1999 to
                                                               December 31,    December 31,    December 11,
                                                                   2000            1999           1999
-----------------------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>             <C>
Mining revenue                                                   $ 3,372         $   338         $ 3,147
-----------------------------------------------------------------------------------------------------------
Costs and expenses:
   Production costs                                                3,234             321           3,336
   Depreciation, depletion and amortization                          686              54             955
   Impairment of mineral property                                    683            --              --
   Shutdown and standby costs                                       --                 9             337
   General and administrative expenses                               347              21             699
   Geological and land holding costs                                --                 4             102
-----------------------------------------------------------------------------------------------------------
     Gross operating loss                                         (1,578)            (71)         (2,282)
-----------------------------------------------------------------------------------------------------------
Other (income) and expense:
   Interest expense                                                  437              22             330
   Interest income                                                    (2)             (1)           (126)
   Other income, net                                                (369)           --               (58)
-----------------------------------------------------------------------------------------------------------
     Loss before reorganization items, fresh-start
       revaluation, income taxes and extraordinary item           (1,644)            (92)         (2,428)
Reorganization items:
   Professional fees                                                --              --              (377)
   Other (Note 2)                                                   --              --              (457)
Fresh-start revaluation (Note 2)                                    --              --            (3,349)
-----------------------------------------------------------------------------------------------------------
     Loss before income taxes and extraordinary item              (1,644)            (92)         (6,611)
Provision for income taxes (Note 14)                                --              --              --
-----------------------------------------------------------------------------------------------------------
     Loss before extraordinary item                               (1,644)            (92)         (6,611)
Extraordinary item: net gain from extinguishment of debt
     (Note 2)                                                       --              --             9,199
-----------------------------------------------------------------------------------------------------------
     Net income (loss)                                           $(1,644)        $   (92)        $ 2,588
===========================================================================================================
Basic and diluted earnings (loss) per share of
       common stock (Note 13)
   Loss before extraordinary item                                $ (0.27)        $ (0.02)        $ (7.16)
   Extraordinary item                                               --              --              9.96
-----------------------------------------------------------------------------------------------------------
     Net income (loss)                                           $ (0.27)        $ (0.02)        $  2.80
===========================================================================================================
Weighted average common shares outstanding                         6,064           6,064             924
===========================================================================================================

See accompanying notes

                                                     18
<PAGE>


                               Atlas Minerals Inc.
                          (Formerly Atlas Corporation)
                              (Reorganized Company)
                           Consolidated Balance Sheet
                                 (In thousands)
                                                                    Reorganized
                                                                      Company
                                                                    December 31,
                                                                        2000
--------------------------------------------------------------------------------

Assets
   Current assets:
     Cash and cash equivalents                                          $   119
     Accounts receivable - trade                                          1,310
     Accounts receivable - other                                            328
     Assets held for sale (Notes 2 and 10)                                  300
     Inventories (Note 5)                                                   870
     Prepaid expenses and other current assets (Notes 2 and 10)             661
--------------------------------------------------------------------------------
         Total current assets                                             3,588
--------------------------------------------------------------------------------
   Property, plant and equipment (Note 7)                                 4,348
   Less:  Accumulated depreciation, depletion and amortization             (744)
--------------------------------------------------------------------------------
                                                                          3,604
   Assets held for sale  (Notes 2 and 10)                                 1,260
   Other assets (Notes 2 and 10)                                            782
--------------------------------------------------------------------------------
                                                                        $ 9,234
================================================================================

Liabilities
   Current liabilities:
     Trade accounts payable                                             $   761
     Accrued liabilities                                                  1,021
     Short-term debt (Note 9)                                             4,226
     Estimated reorganization liabilities (Note 2)                          189
--------------------------------------------------------------------------------
        Total current liabilities                                         6,197
--------------------------------------------------------------------------------
   Estimated reorganization liabilities (Note 2)                          1,125
   Other liabilities, long-term                                             588
--------------------------------------------------------------------------------
        Total long-term liabilities                                       1,713
--------------------------------------------------------------------------------
        Total liabilities                                                 7,910
--------------------------------------------------------------------------------

Commitments and contingencies (Note 12)

Stockholders' equity (Notes 2 and 8)
   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, 6,064,000                                                  61
   Capital in excess of par value                                         2,999
   Deficit                                                               (1,736)
--------------------------------------------------------------------------------
     Total stockholders' equity                                           1,324
--------------------------------------------------------------------------------
                                                                        $ 9,234
================================================================================
See accompanying notes

                                       19

<PAGE>


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


                                                            Common                     Capital in
                                              Common       stock to      Common        excess of
                                              shares       be issued      stock        par value       Deficit        Total
-----------------------------------------------------------------------------------------------------------------------------
Predecessor Entity:
Balance at December 31, 1998                    917       $   --         $      9      $ 94,054       $(96,216)      $ (2,153)
Shares issued to 401(k) plan                     22           --             --              24           --               24
Shares voided in reorganization                 (29)          --             --            --             --             --
Common shares to be issued in
   reorganization (Note 2)                     --            2,601           --            --             --            2,601
Restatement of accumulated
   deficit (Note 2)                            --             --             --         (93,628)        93,628           --
Current period income                          --             --             --            --            2,588          2,588
-----------------------------------------------------------------------------------------------------------------------------
Balance at December 11, 1999                    910          2,601              9           450           --            3,060
Reorganized Company:
Current period loss                            --             --             --            --              (92)           (92)
-----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                    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
                                           ==================================================================================


See accompanying notes


                                                              20
<PAGE>


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

                                                                                                    Predecessor
                                                                        Reorganized Company           Entity
                                                                        -------------------           ------

                                                                                     Period from     Period from
                                                                                     December 12,    January 1,
                                                                      Year Ended      1999 to          1999 to
                                                                     December 31,    December 31,    December 11,
                                                                         2000            1999           1999
-----------------------------------------------------------------------------------------------------------------
Operating activities:
   Net income (loss)                                                    $(1,644)         $   (92)         $ 2,588
     Adjustments to reconcile net income (loss)
       to net cash used
       in operations (Note 11)                                            1,370               54           (4,514)
     Changes in operating assets and liabilities (Note 11)                 (308)            (129)             393
-----------------------------------------------------------------------------------------------------------------
   Net cash used in operations                                             (582)            (167)          (1,533)
-----------------------------------------------------------------------------------------------------------------

Investing activities:
   Additions to property, plant and equipment                              (254)             (30)            (688)
   Investment in asset held for sale and other assets                      (212)            --               --
   Sale proceeds from asset held for sale and other assets                  607             --              2,643
   Proceeds from sale of equipment and reduction in other assets           --               --                 71
-----------------------------------------------------------------------------------------------------------------
       Net cash provided by (used in) investing activities                  141              (30)           2,026
-----------------------------------------------------------------------------------------------------------------

Financing activities:
   Proceeds from borrowings on short-term debt                              377              194              712
   Repayment of short-term debt                                            --               --             (1,006)
   Payment of estimated reorganization liabilities                          (19)            --               --
-----------------------------------------------------------------------------------------------------------------
       Net cash provided by (used in) financing activities                  358              194             (294)
-----------------------------------------------------------------------------------------------------------------

       Increase (decrease) in cash and cash equivalents                     (83)              (3)             201

Cash and cash equivalents at beginning of period                            202              205                4
-----------------------------------------------------------------------------------------------------------------

       Cash and cash equivalents at end of period                       $   119          $   202          $   205
=================================================================================================================



See accompanying notes


                                                       21
</TABLE>


<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 wholly-owned subsidiary, Arisur Inc. ("Arisur") and its
approximately 85% ownership of Atlas Precious Metals Inc. ("APMI"), which in
turn owns approximately 63% of Atlas Gold Mining Inc. ("AGMI") (collectively the
"Company" or "Reorganized Company"). All intercompany 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 to December 11, 1999 and references to the Reorganized Company
refer to Atlas and its subsidiaries from and after December 12, 1999. A vertical
black line is shown in the consolidated financial statements to separate the
Reorganized Company and the Predecessor Entity since they have not been prepared
on a consistent basis of accounting. In connection with the reorganization, the
Company completed a 1 for 30 reverse stock split. All share and per share
amounts in the accompanying financial statements have been restated to reflect
the reverse split.

Fresh-Start Reporting - Financial accounting during a Chapter 11 proceeding is
prescribed in the American Institute of Certified Public Accountants' Statement
of Position ("SOP") 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code." The emergence from the Chapter 11 proceeding
resulted in the creation of a new reporting entity without any accumulated
deficit and with the Company's assets restated to their estimated values (Note
2). Due to the application of fresh-start reporting, the financial statements
for periods after the reorganization are not comparable in all respects to the
financial statements for periods prior to the reorganization, primarily with
respect to depreciation, depletion and amortization.

Inventories - Inventories are recorded at the lower of average cost or net
realizable value.

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 amounts assumed in arriving at the
reorganization values (and from the periods of realization assumed).

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 $1,410,000 at December 31, 2000. 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. The current portion of the CGL
Claims ($650,000 at December 31, 2000) 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 amounts assumed
in arriving at the reorganization values (and from the periods of realization
assumed).

                                       22

<PAGE>


Property, Plant and Equipment - Property, plant and equipment were stated at the
lower of cost, or estimated net realizable value through December 10, 1999 and
restated to reorganization value at December 11, 1999 (Note 2). Subsequent
additions have been recorded at cost. Depreciation of milling facilities and
depletion of mining properties is determined by the units of production method.
Leasehold improvements are amortized on a straight-line basis over the terms of
related leases or, if shorter, estimated useful life.

Expenditures for maintenance and repairs are charged to operations as incurred.
Expenditures for additions and major renewals are added to the property, plant
and equipment accounts. Interest expense allocable to the acquisition or
construction of capital assets and deferred mine development is capitalized
until operations commence.

Impairment - Management assesses the carrying value of assets held for sale, the
CGL claims, and property, plant 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 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 any significant adjustment to the carrying
amounts of assets to be disposed of exists at December 31, 2000.

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 amounts recorded at the date of reorganization (and from the periods in
which these amounts were estimated to be paid at the date of reorganization).

Foreign Currencies - The functional currency of all foreign subsidiaries is the
U. S. Dollar. Gains and losses on foreign currency transactions are included in
determining consolidated earnings/losses.

                                       23

<PAGE>


Development Properties - All properties identified as having the potential to
add to proven and probable reserves, the direct costs of acquisition,
exploration and development are capitalized as they are incurred. Determination
as to reserve potential is based on results of feasibility studies, which
indicate whether a property is economically feasible. After drilling has
confirmed the shape and continuity of mineralization, initial feasibility
studies are optimized. If production commences, these costs are transferred to
deferred exploration and development costs and amortized against earnings using
the units of production method. If a project is determined not to be
commercially feasible, unrecovered costs are expensed in the year in which the
determination is made.

Exploration Costs - The costs of exploration programs not anticipated to result
in additions to reserves and other mineralization in the current year are
expensed as incurred.

Mining Revenue - Revenues on base metals are recorded at the time of shipment.
During 1999 and 2000 Arisur sold all of its lead and zinc concentrates to
Glencore International AG ("Glencore"), an international metal trader.

Reclamation - Estimated reclamation, site restoration and closure costs for each
mine are charged to operations over the expected life of the mine using the
units of production method.

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 14 to the consolidated financial
statements.

Cash Equivalents - The Company considers all highly liquid investments purchased
with a 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 2000 or 1999.

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.

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 2000, and 1999 the
Company had no items of comprehensive income.

                                       24

<PAGE>


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, management believes that
SFAS No. 133 will not have an impact on its financial position or results of
operations.

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 will not impact the Company's financial statements.

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.

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, 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.

The Company recorded the transactions related to the reorganization effective
December 11, 1999, the confirmation date of the Reorganization Plan, in
accordance with SOP 90-7. Adjustments to pre-petition liabilities were treated
as an extraordinary item - gain from early extinguishment of debt, and
adjustments to assets and liabilities in the revaluation of the Reorganized
Company were recorded as fresh-start adjustments in the accompanying
consolidated statement of operations of the Predecessor Entity for the period
ended December 11, 1999. Approximately 5,154,000 shares of common stock were
issued in connection with the Reorganization Plan resulting in 6,064,000 shares
outstanding at December 31, 2000.

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

                                       25

<PAGE>


the U.S. Nuclear Regulatory Commission ("NRC"), the State of Utah, ACSTAR
(surety provider for Atlas) and others, executed the Moab Utah Millsite Transfer
Agreement ("MUMTA"), which absolved the Company from all future liability with
respect to the Millsite. The agreement was reached to avoid lengthy and
expensive litigation over the future of the Millsite. As consideration for this
release, Atlas contributed certain Millsite related assets to a Reclamation
Trust to be controlled by the government. The assets include all current and
future Title X receivables (Federal cost reimbursement program for uranium
reclamation costs), Atlas' water rights and land at the Millsite and $5,250,000
of restricted cash. Additionally, ACSTAR and the Reclamation Trust each received
2.5% of the stock in the Reorganized Company.

The majority of the remaining claims against the Predecessor Entity were treated
as unsecured claims (the "Creditors") in the Bankruptcy proceeding. 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/realization of certain assets of the Reorganized
Company. Those assets include; 1) proceeds from the salvaging of the Company's
Gold Bar mill facility located near Eureka, Nevada (reorganization value of
$940,000, 75% to Creditors); 2) proceeds from the sale of the Company's Grassy
Mountain property located in eastern Oregon (reorganization value of $925,000,
75% to Creditors) 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, Creditors receive 10% of
the first $1.5 million of proceeds, 50% thereafter).

The Reorganization Plan also provided for the distribution of stock representing
12.5% of the Reorganized Company to Management and employees of the Company as
recognition for their efforts in the reorganization process. The Predecessor
Entity recorded reorganization expense of $383,000 related to this transaction.
The remaining 15% of the Reorganized Company remains with the equity holders of
the Predecessor Entity.

In determining the value of the Reorganized Company under fresh-start reporting,
the Company utilized several valuation techniques, depending upon the nature of
the asset being valued. Arisur was valued using a discounted cash flow model,
representing the discounted value of projected cash flows over the remaining
reserve life, adjusted for liabilities of Arisur and expected liquidation values
at the end of the mine life. Other assets were valued based upon estimates of
liquidation values from the most reliable source available including appraisals
and professional estimates of value and recent or proposed transactions of a
similar nature. Estimated reorganization liabilities, representing estimated
payments to be made to the Creditors upon liquidation of the assets discussed
above, were recorded at the calculated amount under the Reorganization Plan
given the estimated realizable value of the underlying asset. Based upon the
above analysis, the post-confirmation going concern value of the Reorganized
Company was estimated to be $3.1 million.

                                       26

<PAGE>


The effects of the aforementioned adjustments on the Consolidated Balance Sheet
as of December 11, 1999 were as follows:
<TABLE>
<CAPTION>

                                                      Predecessor         Early                         Reorganized
                                                        Entity         Extinguish-        Fresh-          Company
                                                       December         ment of           start           December
                                                       11, 1999           Debt          adjustments       11, 1999
                                                      --------------------------------------------------------------
<S>                                                   <C>              <C>              <C>                <C>
Assets:
   Current assets:
     Cash & cash equivalents                          $    205          $   --            $   --            $    205
     Accounts receivable - trade                           512              --                --                 512
     Title X receivable                                    123              (123)             --                --
     Accounts receivable - other                           171              --                  (5)              166
     Assets held for sale                                 --                --                 735               735
     Inventories                                           816              --                 221             1,037
     Other current assets                                   41              --                 387               428
                                                      --------          --------          --------          --------
         Total current assets                            1,868              (123)            1,338             3,083
                                                      --------          --------          --------          --------

   Property, plant & equipment                          59,502              --             (54,800)            4,702
   Accumulated depreciation,
     Depletion and amortization                        (47,625)             --              47,625              --
                                                      --------          --------          --------          --------
                                                        11,877              --              (7,175)            4,702
   Restricted cash                                       6,241            (6,241)             --                --
   Assets held for sale                                   --                --               1,130             1,130
   Title X receivable                                   14,109           (14,109)             --                --
   Other assets                                             72              --               1,050             1,122
                                                      --------          --------          --------          --------
                                                      $ 34,167          $(20,473)         $ (3,657)         $ 10,037
                                                      ========          ========          ========          ========

Liabilities:
   Current Liabilities:
     Accounts payable                                 $    510          $   --            $   --            $    510
     Accrued liabilities                                   986              (134)               (1)              851
     Short-term debt                                     3,655              --                --               3,655
     Estimated reorganization liabilities                 --                 304              --                 304
                                                      --------          --------          --------          --------
         Total current liabilities                       5,151               170                (1)            5,320
                                                      --------          --------          --------          --------

   Estimated reorganization liabilities                   --               1,029              --               1,029
   Other long-term liabilities                             459              --                 169               628
   Liabilities subject to compromise:
     Accounts payable                                    1,724            (1,724)             --                --
     Accrued liabilities                                 1,653            (1,653)             --                --
     Convertible debenture                               3,500            (3,500)             --                --
     Estimated uranium reclamation costs                20,632           (20,632)             --                --
     Mine reclamation accruals                           3,264            (3,264)             --                --
     Other                                               2,792            (2,316)             (476)             --
                                                      --------          --------          --------          --------
         Total liabilities                              39,175           (31,890)             (308)            6,977
                                                      --------          --------          --------          --------

Stockholders' equity (deficit):
   Common stock to be issued                              --               2,218               383             2,601
   Common stock                                              9              --                --                   9
   Capital in excess of par                             94,078              --             (93,628)              450
   Retained earnings (deficit)                         (99,095)            9,199            89,896              --
                                                      --------          --------          --------          --------
     Total stockholders' equity (deficit)               (5,008)           11,417            (3,349)            3,060
                                                      --------          --------          --------          --------
                                                      $ 34,167          $(20,473)         $ (3,657)         $ 10,037
                                                      ========          ========          ========          ========
</TABLE>

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

                                       27

<PAGE>


engineering firm retained by CAF, confirmed the required amount of reserves and
recommended additional investment in the operation in order to assure a
sustainable production rate of 400 tonnes per day. Despite this report, the
Company and CAF were unable to negotiate a restructuring of the loan. The
Company investigated all feasible actions to continue the Arisur operations.
These actions included investigating alternative sources of debt and equity
financing in order to provide additional investment to Arisur, and consideration
of possible restructuring of the Arisur operations. These actions continued into
the first quarter of 2001 and ultimately proved unsuccessful due to weakness in
mineral prices, continuing losses from Arisur's operations, and the inability to
identify alternative sources of debt or equity financing at costs acceptable to
management. During the first quarter of 2001, CAF began foreclosure proceedings
against Arisur and the Company's participation in Arisur's operations was
terminated. Therefor the investment in Arisur was effectively abandoned as of
January 1, 2001. The Company has decided to concentrate its remaining resources
on other opportunities. During the year ended December 31, 2000, the Company
recorded an impairment charge of $683,000 related to the Andacaba mine. Atlas
Minerals, Inc. and its other subsidiaries have not guaranteed any liabilities of
Arisur. Therefore, all revenue, cost of operations, assets and liabilities of
Arisur will be 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 following unaudited condensed
consolidated balance sheet as of December 31, 2000 gives effect to the
abandonment of Arisur as if it had occurred on December 31, 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 arises from the transaction. No
continuing expenses related to Arisur after the abandonment are anticipated. The
pro forma balance sheet adjustments reflect the abandonment of the Arisur assets
and liabilities that occurred when CAF began foreclosure proceedings. As the
Company and its other subsidiaries have not guaranteed any liabilities of
Arisur, the pro forma balance sheet reflects no continuing liabilities from
Arisur.

The unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the historical financial statements of the Company. The
unaudited pro forma condensed consolidated financial statements 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.

<TABLE>
<CAPTION>


                                            Atlas Minerals Inc.
                     Unaudited 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 costs                                                   4,048             (4,048)              --
   Impairment of mineral property                                       683               (683)              --
   General and administrative expenses                                  347               --                  347
                                                                    -------            -------            -------
     Gross operating loss                                            (1,706)             1,359               (347)
Other income, net                                                        62                (49)                13
                                                                    -------            -------            -------
     Net income loss                                                $(1,644)           $ 1,310            $  (334)
                                                                    =======            =======            =======
Basic and diluted earnings per share of common stock
     Net loss                                                       $  (.27)           $  (.21)           $  (.06)
                                                                    =======            =======            =======


                                                      28

<PAGE>


                                                Atlas Minerals Inc.
                                Unaudited Pro Forma Condensed Consolidated Balance Sheet
                                                  December 31, 2000
                                                    (in thousands)

                                                                                      Pro Forma
                                                                  Historical        Adjustments      As Adjusted
                                                               -----------------------------------------------------
Assets
   Current assets:
     Cash and cash equivalents                                     $   119           $    (6)          $   113
     Accounts receivable                                             1,638            (1,638)             --
     Assets held for sale                                              300              --                 300
     Inventories                                                       870              (870)             --
     Prepaid expenses and other current assets                         661                (9)              652
                                                                   -------           -------           -------
         Total current assets                                        3,588            (2,523)            1,065
   Property, plant and equipment (net)                               3,604            (3,601)                3
   Assets held for sale and other assets                             2,042               (17)            2,025
                                                                   -------           -------           -------
                                                                   $ 9,234           $(6,141)          $ 3,093
                                                                   =======           =======           =======

Liabilities
   Current liabilities:
     Trade accounts payable                                        $   761           $  (533)          $   228
     Accrued liabilities                                             1,021              (951)               70
     Short-term debt                                                 4,226            (4,226)             --
     Estimated reorganization liabilities                              189              --                 189
                                                                   -------           -------           -------
        Total current liabilities                                    6,197            (5,710)              487
   Estimated reorganization liabilities
    and other long-term liabilities                                  1,713              (431)            1,282
                                                                   -------           -------           -------
        Total liabilities                                            7,910            (6,141)            1,769

Total stockholders' equity                                           1,324              --               1,324
                                                                   -------           -------           -------

                                                                   $ 9,234           $(6,141)          $ 3,093
                                                                   =======           =======           =======


                                                       29
</TABLE>

<PAGE>


5.   INVENTORIES

Inventories consisted of the following at December 31, 2000 (in thousands):

Zinc and lead concentrates                                                  $317
Stockpiled ore                                                               309
Materials and supplies                                                       244
                                                                            ----
                                                                            $870
                                                                            ====

6.   FINANCIAL INSTRUMENTS

Financial instruments consisted of the following at December 31, 2000:

                                                            Carrying
(In thousands)                                                Value   Fair Value
--------------------------------------------------------------------------------
Assets
     Short-term assets                                       $ 2,057    $ 2,057

Liabilities
     Short-term liabilities                                    6,197      6,197
     Estimated reorganization liabilities, long-term           1,125         (1)

Short-Term Assets and Liabilities: The fair value of cash and cash equivalents,
marketable equity securities, accounts receivable, assets held for sale,
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.

7.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at December 31, 2000:

<TABLE>
<CAPTION>

                                                                        Accumulated
                                                                       Depreciation,
                                                  Acquisition           Depletion &         Net Book
 (In thousands)                                      Costs             Amortization          Value
----------------------------------------------------------------------------------------------------

<S>                                                 <C>                  <C>                 <C>
Property and leaseholds                             $   472              $  --               $   472
Deferred exploration and development costs              490                    7                 483
Buildings and equipment                               3,950                  731               3,219
Other                                                    77                    6                  71
Impairment reserve                                     (641)                --                  (641)
                                                    ------------------------------------------------
  Total                                             $ 4,348              $   744             $ 3,604
                                                    ================================================

</TABLE>

                                       30

<PAGE>


8.   STOCKHOLDERS' EQUITY

The Reorganized 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.

9.       SHORT-TERM DEBT

(In thousands)                                                   December 31,
                                                                     2000
                                                              ------------------
Advances on sales of concentrates (1)                         $         2,134
Corporacion Andina de Fomento (2)                                       1,927
Other                                                                     165
                                                              ------------------
  Total short-term debt                                       $         4,226
                                                              ==================

(1)  Under the terms of its agreement with Glencore for the sale of zinc/silver
     and lead/silver concentrates, the Company may take advances of up to 80% of
     the estimated value of the concentrates available for shipment via rail
     from the Company's warehouse in Potosi, Bolivia, and an additional 10% of
     this amount may be advanced once the concentrate is ready for shipment from
     port in Chile. Interest is payable on the advances at the "New York" prime
     rate plus 1.5% (11.0% at December 31, 2000). See Note 3 for additional
     discussion.

(2)  The loan from CAF was repayable in equal semi-annual principal installments
     (May and November) plus outstanding interest. The loan bears interest at
     the six month LIBOR rate plus 4.5% (10.71% at December 31, 2000). The loan
     is collateralized by certain property, plant and equipment of Arisur with a
     carrying value of approximately $3,400,000. At December 31, 2000 Arisur was
     in default of payments due under the loan. See Note 3 for additional
     discussion.

10.  DETAILS OF CERTAIN BALANCE SHEET CAPTIONS

A summary of assets held for sale at December 31, 2000 is as follows:

(In thousands)
--------------------------------------------------------------------------------
     Gold Bar mill facility and other assets                  $             851
     Grassy Mountain property                                               709
                                                              ------------------
                                                              $           1,560
                                                              ==================

     Current portion                                          $             300
     Long-term portion                                                    1,260
                                                              ------------------
                                                              $           1,560
                                                              ==================

A summary of other assets at December 31, 2000 is as follows:

(In thousands)
--------------------------------------------------------------------------------
     CGL receivable                                           $           1,410
     Other                                                                   33
                                                              ------------------
                                                                          1,443
      Less current portion                                                 (661)
                                                              ------------------
                                                              $             782
                                                              ==================

                                       31

<PAGE>


11.  DETAILS OF CERTAIN STATEMENTS OF CASH FLOW CAPTIONS

The components of the adjustment to reconcile loss to net cash used in
operations as reflected in the Consolidated Statements of Cash Flows are as
follows:
<TABLE>
<CAPTION>
                                                                                                        Predecessor
                                                                         Reorganized Company               Entity
                                                                         -------------------               ------
                                                                                       Period from
                                                                                      December 12,      Period from
                                                                     Year ended         1999 to      January 1, 1999
                                                                    December 31,      December 31,    to December 11,
(In thousands)                                                          2000            1999              1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                <C>              <C>
Depreciation, depletion and amortization                          $         687      $          54    $         954
Impairment of mineral property                                              683                  -                -
Reorganization expenses                                                       -                  -              382
Fresh-start revaluation                                                       -                  -            3,349
Extraoardinary gain - early extinguishment of debt                            -                  -           (9,199)
                                                                  ---------------------------------------------------
                                                                  $       1,370      $          54    $      (4,514)
                                                                  ===================================================

  Decrease (increase) in trade/other accounts
  receivable                                                      $        (872)     $         (88)   $       1,114
  Decrease in inventories                                                   166                  1               98
  Decrease (increase) in prepaid expense and
  other current assets                                                       14                  3              (29)
  Increase in other assets and restricted
  cash and securities                                                         -                  -              (91)
  Increase (decrease) in trade accounts payable                             211                 40             (230)
  Increase (decrease) in accrued liabilities                                237                (84)              (1)
  Decrease in other liabilities, long-term                                  (64)                (1)            (468)
                                                                  ---------------------------------------------------
                                                                  $        (308)     $        (129)   $         393
                                                                  ===================================================

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

                                                                                                        Predecessor
                                                                         Reorganized Company               Entity
                                                                         -------------------               ------
                                                                                       Period from
                                                                                      December 12,     Period from
                                                                     Year ended          1999 to      January 1, 1999
                                                                    December 31,      December 31,    to December 11,
  (In thousands)                                                        2000              1999              1999
  ------------------------------------------------------------------------------------------------------------------
  Interest                                                        $       159        $         5      $       438
  Income taxes                                                              -                  -                -

                                       32

</TABLE>

<PAGE>


12.   COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Atlas is 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 judgement, in favor of
Atlas, that $411,000 of the $534,000 claimed by TRW was discharged by Atlas'
confirmed Plan of Reorganization. The claim for the remaining $123,000, which
represents TRW's estimate of future response cost obligations under the Decree,
is still pending before the Court. Management believes that it has arguments
that the remaining obligations under the Decree are also subject to discharge
under Federal bankruptcy laws. However, management is unable to predict the
ultimate outcome or any potential damages to the Company at this time.

The Predecessor Entity had a trusteed and insured retirement plan (the
"Retirement Plan") covering substantially all salaried employees. Effective
October 27, 1999, the Predecessor Entity and the Pension Benefit Guaranty
Corporation ("PBGC") reached agreement for the termination of the Retirement
Plan and appointment of PBGC as statutory trustee of the Retirement Plan. Under
the terms of the agreement, the PBGC received an allowed, unsecured claim of $3
million in the Reorganization Plan. Also, under certain "events of default", the
PBGC has the right to require Atlas to purchase all of PBGC's rights, title, and
interest in the shares of Atlas that will be received by PBGC in settlement of
its unsecured claim (the "Put Option"). The purchase price of the shares would
be the fair market value of the shares during the 60 business days immediately
before or after the "event of default" triggering the Put Option, but in no
event would it be less than $500,000. The Reorganized Company has no future
liability with respect to the Retirement Plan.

Other Commitments

The Reorganized Company had no non-cancelable operating leases having a
remaining term in excess of one year at December 31, 2000.

                                       33

<PAGE>


Amounts charged to rent expense for the year ended December 31, 2000, the
periods ended December 31, 1999 (Reorganized Company) and December 11, 1999
(Predecessor Entity) were $24,000, $2,000 and $78,000 respectively.

13.  EARNINGS PER SHARE

The following sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>

                                                                                                 Predecessor
                                                                         Reorganized Company        Entity
                                                                         -------------------   ---------------
                                                                               Period from
                                                                               December 12,     Period from
                                                             Year ended          1999 to       January 1, 1999
                                                             December 31,      December 31,    to December 11,
(In thousands, except per share data)                          2000               1999                 1999
--------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                          <C>                 <C>                 <C>
  Income (loss) from continuing operations                   $(1,644)            $   (92)            $ 2,588
                                                             -------------------------------------------------

Denominator:
  Weighted average shares outstanding (1), (2)                 6,064               6,064                 924
                                                             -------------------------------------------------

Basic and diluted earnings (loss) per share                  $ (0.27)            $ (0.02)            $  2.80
                                                             =================================================

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

(2)  Weighted average shares outstanding assumes the issuance of all "common
     shares committed to be issued" on December 11, 1999 in accordance with the
     Reorganization Plan since all accounting adjustments necessary to reflect
     the issuance of the shares have been made effective December 11, 1999.

14.  INCOME TAXES

The Company had no provision for income tax during the years ended December 31,
2000 and 1999.

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.

                                       34

<PAGE>


The net deferred tax balances in the accompanying December 31, 2000 balance
sheet include the following components:

  (In thousands)
--------------------------------------------------------------------------------
Deferred tax assets:
     Net operating loss ("NOL") carryovers                             $  9,829
     Capital loss ("CL") carryovers                                       4,314
     Impairment of mineral properties                                     1,287
     Post retirement benefit accrual                                         55
     Reorganization expenses                                                293
     Depreciation, depletion and amortization                             4,165
                                                                       --------
Total deferred tax assets                                                19,943
Deferred tax asset valuation allowance                                  (19,418)
                                                                       --------
Net deferred tax assets                                                     525
Deferred tax liabilities                                                   (525)
                                                                       --------
Net deferred tax balances                                              $   --
                                                                       ========

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

                                                                                                Predecessor
                                                                         Reorganized Company       Entity
                                                                         -------------------       ------
                                                                               Period from
                                                                               December 12,     Period from
                                                             Year ended          1999 to       January 1, 1999
                                                             December 31,      December 31,    to December 11,
  (In thousands)                                                2000               1999            1999
  -----------------------------------------------------------------------------------------------------------
  Valuation allowance, beginning of period                $      18,899      $      18,883      $      20,945
  Continuing operations                                            (575)                35              2,296
  Extraordinary gain                                                  -                  -             (3,205)
  Restriction of carryforwards                                     (685)                 -               (836)
  Other                                                             629                (19)              (317)
                                                          ------------------ --------------------------------

                                                          $      19,418      $      18,899      $      18,883
                                                          ===================================================

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

                                                                                                Predecessor
                                                                         Reorganized Company       Entity
                                                                         -------------------       ------
                                                                               Period from
                                                                               December 12,     Period from
                                                             Year ended          1999 to       January 1, 1999
                                                             December 31,      December 31,    to December 11,
  (In thousands)                                                2000               1999            1999
  -----------------------------------------------------------------------------------------------------------
  Income tax at statutory rates                           $        (575)     $         (35)     $      (2,296)
  Increase in deferred tax asset
    valuation allowance                                             575                 35              2,296
                                                          ---------------------------------------------------
   Income tax expense                                     $           -      $           -      $           -
                                                          ====================================================
</TABLE>


At December 31, 2000 the Company has unused U.S. CL carryovers of $29,592,000
which commence expiring in 2001.

                                       35

<PAGE>


The Company also has U.S. alternative minimum tax credit (AMT) carryovers of
$127,000, which can be carried forward indefinitely, and Bolivian NOL carryovers
of $4,333,000, which commence expiring in 2001 (see Note 3). Unused U.S. NOL
carryovers at December 31, 2000 are as follows:

Expiring in year ended December 31 (in thousands)
--------------------------------------------------------------------------------

    2001                                        $ 29,782
    2002                                           4,127
    2003                                           2,050
    2004                                           5,368
    2005                                           5,037
    Later years                                   55,353
                                                --------
                                                $101,717
                                                ========


The U.S. carryovers are subject to restriction due to a change of ownership, as
defined by U.S. tax laws, occurring on October 8, 1996 when the Company issued
stock for the acquisition of Arisur. Due to the change of ownership, utilization
of the Company's NOL, CL and AMT credit carryovers existing as of October 8,
1996 is limited to offset approximately $858,000 of taxable income per year. At
December 31, 2000 the Company has unrestricted U.S. NOL and CL carryovers of
$14,926,000 and $12,326,000, respectively, which are available to offset future
taxable income.

15.  GEOGRAPHIC SEGMENTS

Financial information regarding geographic segments is set out below:
<TABLE>
<CAPTION>

                                                                                                Predecessor
                                                             Reorganized Company                  Entity
                                                             -------------------                  ------
                                                                               Period from
                                                                              December 12,      Period from
                                                         Year ended             1999 to        January 1, 1999
                                                         December 31,         December 31,     to December 11,
  (In thousands)                                            2000                 1999                1999
  -------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>                 <C>
  Revenue
       United States                                   $           -        $           -       $           -
       Bolivia                                                 3,372                  338               3,147
  Loss before income taxes
       United States                                            (398)                 (38)             (5,342)
       Bolivia                                                (1,244)                 (54)             (1,269)
  Provision for income tax                                         -                    -                   -
                                                       --------------------------------------------------------

       Loss before extraordinary gain                         (1,642)                 (92)             (6,611)
  Extraordinary gain                                               -                    -               9,199
                                                       --------------------------------------------------------
       Net income (loss)                               $      (1,642)       $         (92)      $       2,588
                                                       ========================================================

                                                                           Reorganized Company
                                                                            December 31, 2000
                                                       --------------------------------------------------------
                                                             United                                  Total
  Balance sheet (in thousands)                               States              Bolivia            Company
     ----------------------------------------------------------------------------------------------------------

       Current assets                                  $         1,065      $         2,523     $         3,588
       Long-lived assets                                         2,028                3,618               5,646
                                                       --------------------------------------------------------
         Total assets                                  $         3,093      $         6,141     $         9,234
                                                       ========================================================

                                       36
</TABLE>


<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. (formerly Atlas Corporation) and subsidiaries as of December 31, 2000
(Reorganized Company) and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the year ended December 31,
2000, the period December 12, 1999 to December 31, 1999 (Reorganized Company
periods) and for the period January 1, 1999 to December 11, 1999 (Predecessor
Entity period). 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 generally accepted auditing
standards. 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, 2000 (Reorganized Company) and the results
of their operations and their cash flows for the Reorganized Company periods and
the Predecessor Entity period, as shown above, in conformity with generally
accepted accounting principles.

As discussed in Notes 1 and 2 to the consolidated financial statements, on
December 11, 1999, Atlas Minerals Inc. and two of its subsidiaries emerged from
bankruptcy. The consolidated financial statements of the Reorganized Company
reflect the impact of adjustments to reflect the fair value of assets and
liabilities under fresh start reporting. As a result, the consolidated financial
statements of the Reorganized Company are presented on a different basis than
those of the Predecessor Entity and, therefore, are not comparable in all
respects.


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

Denver, Colorado
May 9, 2001


                                       37
<PAGE>


Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure
          ----------------------------------------------------------------------


          Not Applicable.




                                       38





<PAGE>


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act
         -----------------------------------------------------------------------

                                    DIRECTORS

The Directors are elected at the annual meeting of the shareholders. Each
Director is elected to hold office until the next annual meeting of shareholders
and until the director's successor is elected and qualified. There are currently
six directors.

Information Concerning Directors

The following table sets forth certain information concerning each director.

<TABLE>
<CAPTION>


                                              Principal Occupation, Past Five Year's Business
                             Director                            Experience
             Name             Since                     and Other Directorships Held                   Age
-----------------------------------------------------------------------------------------------------------
<S>                            <C>                                                                      <C>
Guillermo A. Blacker           2000      Consultant to industry worldwide. Previously Director,         53
                                         Business Development for Jacobs Engineering Group Inc.
                                         and prior to 1997, was founding Director and Executive
                                         Vice  President of MinCorp Ltd. and Chief Executive of
                                         MinCorp Engineers and Constructors.

Richard E. Blubaugh            1998      Currently a consultant to the Company. Executive Vice          53
                                         President of the Company from 1998 to August 2000 and
                                         prior to that served as Vice President of Environmental
                                         and Governmental Affairs.

David J. Carroll               2000      Stockbroker and registered principal with Mericka & Co.,       59
                                         a NASD member firm. Also owner and operator of Carroll
                                         Resources, an oil and gas producer.

Douglas R. Cook                1988      President of Cook Ventures, Inc., a geological consulting      75
                                         firm.


                                       39


<PAGE>

                                              Principal Occupation, Past Five Year's Business
                             Director                            Experience
             Name             Since                     and Other Directorships Held                   Age
-----------------------------------------------------------------------------------------------------------

C. Thomas Ogryzlo             1993      President and CEO of Canatec Development Corporation.          61
                                        Prior to 2000, President and CEO of Black Hawk Mining
                                        Inc., formerly Triton Mining Corporation, two gold mining
                                        companies which merged in May 1998. Prior to August 1997
                                        Chairman of Kilborn SNC-Lavalin, an engineering firm.
                                        Director of Franco Nevada Gold Corporation,  Tiomin
                                        Resources and Vista Gold Corp.

Dr. Henry J. Sandri           2000      Formerly Senior Associate and Principal with Behre            48
                                        Dolbear & Company, Inc., a mining industry consulting
                                        firm. Previously Mr. Sandri held the positions of
                                        assistant Vice President - Planning and Business
                                        Development for Inco Ltd., and Senior Corporate Planner
                                        for Burlington  Northern Inc. Director of U.S. Cobalt
                                        Inc. and Bravo Resource Partners Inc.

</TABLE>


                          BOARD AND COMMITTEE MEETINGS

     The Company has an Audit Committee and a Compensation Committee of which
the Board of Directors appoints all members. The Compensation Committee consists
of Messrs. Ogryzlo and Cook. The Audit Committee consists of Messrs. Carroll
and Sandri. The principal functions of the Audit Committee are to recommend the
selection of the Company's auditors, review with the auditors the scope and
anticipated cost of their audit and receive and consider a report from the
auditors concerning their conduct of the audit. The principal functions of the
Compensation Committee are to recommend changes in compensation plans and the
adoption of new compensation plans and to recommend compensation for senior
officers of the Company.

                            COMPENSATION OF DIRECTORS

     Fees paid to non-employee directors consist of a $1,000 fee for each Board
of Directors meeting attended in person, a $500 fee for each Board of Directors
meeting attended by telephone and a $500 fee for each committee meeting
attended. Employee directors receive no fees for their services as a director.

                               EXECUTIVE OFFICERS

Set forth below is the age and certain other information regarding each person
currently serving as an executive officer of the Company.

James R. Jensen, age 41, currently serves as Chief Financial Officer since
September 1998 and has served as Treasurer and Secretary since February 1997.
Mr. Jensen joined the Company in August of 1989, as Accounting Manager and was
promoted to Controller in September 1993. Prior to his employment with the
Company, Mr. Jensen was a manager with the accounting firm of KPMG Peat Marwick.

                                       40

<PAGE>


                 COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT

     Under Section 16 of the Exchange Act, the Company's directors and executive
officers and persons holding more than 10% of the Company's common stock are
required to report their initial ownership of common stock and subsequent
changes to that ownership to the Securities and Exchange Commission by specified
due dates. To the Company's knowledge all of these filing requirements were
satisfied with respect to transactions during the year ended December 31, 2000.

Item 10. Executive Compensation

     The following table sets forth all compensation paid by the Company, for
the years ended December 31, 2000, 1999 and 1998 to the Company's chief
executive officer. No executive officer received cash compensation in excess of
$100,000 during 2000.

<TABLE>
<CAPTION>


SUMMARY COMPENSATION TABLE

                                                                   Annual Compensation
                                                               -----------------------------
                                            Year or Period                   Other Annual             All Other
      Name and Principal Position                Ended            Salary     Compensation            Compensation
-------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>           <C>                  <C>
Gregg B. Shafter, President (1)              Dec. 31, 2000     $     19,307  $         -          $         -
                                             Dec. 31, 1999          115,337            -                3,498   (3)
                                             Dec. 31, 1998          108,505        1,546     (2)        6,510   (3)
</TABLE>

(1)  Mr. Shafter resigned as President and a Director on February 10, 2000

(2)  Includes certain perquisites, such as car allowances and life insurance
     premiums paid by the Company.

(3)  Includes contributions by the Company to the Investment Savings Plan for
     Employees of Atlas.

     Investment and Savings Plan. The Atlas Investment and Savings Plan (the
"Plan") benefits employees of the Company and its subsidiaries who have
completed six months of service. Each participant under the Plan must be at
least 21 years of age. Under the Plan, an employee may elect to contribute,
pursuant to a salary reduction election, not less than 1% and not more than 10%
of the employee's annual compensation. The Company makes a matching contribution
of 100% of the amount contributed by the employee, but not more than 6% of the
employee's annual compensation. In addition, the Company may make special
contributions to the Plan, but these special contributions may not exceed the
maximum amount deductible under Section 404(a)(3)(A) of the Internal Revenue
Code of 1986, as amended (the "Code"). Employee contributions may be invested in
a number of investment options, but not common stock of the Company. All
matching and special contributions to the Plan are invested in shares of common
stock of the Company. Presently, all contributions to the Plan have ceased and
the Company is in the process of terminating the Plan.

                                       41

<PAGE>


Item 11. Security Ownership of Certain Beneficial Owners and Management

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of April 20, 2001
regarding the beneficial ownership, including shares of Atlas common stock which
may be acquired upon the exercise of stock options or warrants, or the
conversion of any securities, within 60 days of April 20, 2001, of the Company's
common stock by (i) persons known to the Company to own more than 5% of the
Company's common stock, (ii) each director of the Company, (iii) each executive
officer named in the Summary Compensation Table set forth above, and (iv) all
directors and executive officers as a group:


Security Ownership Table

                                            Number of Shares
                                             and Nature of
           Name                           Beneficial Ownership  Percent of Class
--------------------------------------------------------------------------------

Lindner Dividend Fund, Inc.                   959,981   (1)          15.83%
   7711 Carondelet Avenue, Suite 700
   St. Louis, MO 63105

Pension Benefit Guaranty Corporation          822,841   (1)         13.57%
   1200 K. Street N.W., Suite 870
   Washington, D.C. 20005

H. R. Shipes                                  789,927   (1)         13.03%
   11251 E. Camino del Sahuaro
   Tucson, AZ  85711

Guillermo A. Blacker                              Nil                  *
David J. Carroll                               22,099   (2)            *
Douglas R. Cook                                25,595   (3)            *
C. Thomas Ogryzlo                               3,291                  *
Dr. Henry J. Sandri                               Nil                  *
All current executive officers
and directors as a
group (7 persons)                             422,633   (4)          6.97%

*    Represents less than 1% ownership interest.

(1)  Shares were issued in accordance with the Reorganization Plan of Atlas.

(2)  Includes 19,166 shares directly owned by Mr. Carroll, 1,600 shares held
     beneficially in Mr. Carroll's retirement account, and 1,333 held as
     custodian for Mr. Carroll's minor child.

(3)  Includes 66 shares of common stock directly owned and 25,529 shares issued
     in accordance with the Reorganization Plan of Atlas.

                                       42

<PAGE>


(4)  Includes (i) 19,265 shares directly owned, (ii) 387,713 shares issued in
     accordance with the Reorganization Plan of Atlas, (iii) 14,322 shares held
     beneficially under retirement accounts and (iv) 1,333 shares held as a
     custodian for a minor child.

Item 12. Certain Relationships and Related Transactions

None.

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K
         ---------------------------------------------------------------

(a)      Exhibits:

Exhibit
 Number                            Exhibits
--------------------------------------------------------------------------------

  2.1          Atlas Corporation's second amended plan of reorganization (filed
               as Exhibit 2.1 to the Company's report on Form 8-K filed on
               February 4, 2000 and incorporated herein by reference).

  2.2          Atlas Precious Metals Inc.'s second amended plan of
               reorganization (filed as Exhibit 2.2 to the Company's report on
               Form 8-K filed on February 4, 2000 and incorporated herein by
               reference).

  2.3          Atlas Gold Mining Inc.'s revised second amended plan of
               reorganization (filed as Exhibit 2.3 to the Company's report on
               Form 8-K filed on February 4, 2000 and incorporated herein by
               reference).

  3.1          Articles of Incorporation of Atlas Minerals Inc. dated February
               3, 2000 (filed as Exhibit 3.1 to the Company's report on Form 8-K
               dated February 4, 2000 and incorporated herein by reference).

  3.2          Bylaws of Atlas Minerals Inc. dated February 10, 2000 (filed as
               Exhibit 3.2 to the Company's annual report on Form 10-KSB for the
               year ended December 31, 1999 and incorporated herein by
               reference).

 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 (filed as Exhibit 10.1 to the Company's quarterly
               report on Form 10-QSB filed on August 13, 1999 and incorporated
               herein by reference).

 10.2          Revised second amended joint disclosure statement of Atlas
               Corporation, Atlas Gold Mining Inc. and Atlas Precious Metals
               Inc. (filed as Exhibit 10.1 to the Company's quarterly report on
               Form 10-QSB filed on November 12, 1999 and incorporated herein by
               reference).

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

 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.

                                       43

<PAGE>


  21           Subsidiaries of the Company (filed as Exhibit 21 to the Company's
               annual report on Form 10-KSB for the year ended December 31, 1999
               and incorporated herein by reference).


(b)  The Registrant did not file any reports on Form 8-K during the fourth
     quarter of 2000.




                                       44
<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/ James R. Jensen
        -------------------
Name:   James R. Jensen
Title:  Chief Financial Officer
        (Principal Executive Officer)

Date: May 11, 2001

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 James R. Jensen 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.


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

/s/ Guillermo A. Blacker       Director                            May 11, 2001
------------------------
Guillermo A. Blacker

/s/ Richard E. Blubaugh        Director                            May 11, 2001
------------------------
Richard E. Blubaugh

/s/ David J. Carroll           Director                            May 11, 2001
------------------------
David J. Carroll

/s/ Douglas R. Cook            Director                            May 11, 2001
------------------------
Douglas R. Cook

/s/ C. Thomas Ogryzlo          Director                            May 11, 2001
------------------------
C. Thomas Ogryzlo

/s/ Henry J. Sandri            Director                            May 11, 2001
------------------------
Henry J. Sandri



                                       45