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  1934for the fiscal
Year Ended December 31, 2003

COMMISSION
FILE NO. 1-2714

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

| | COLORADO
(State or other jurisdiction ofincorporation or other jurisdiction) | 84-1533604
(I.R.S. EmployerIdentification Number)
| | ---------------------------------------------------------------------------- | -------------------------------------------------

10920 W.
Alameda Ave., Ste 205, Lakewood, CO 80226           (303) 292-1299(Address
including zip code, area code andtelephone number of Registrants
principal executive offices)

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

|Title Of Each Class                     | Name Of Each ExchangeOn Which Registered
|--------------------------------------- | ----------------------------------------
|Common Stock, par value $0.01 per share |                                         

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. [    ]

Issuers
revenues for its most recent fiscal year were $8,000

Aggregate
market value of 4,886,177 shares of Common Stock held by non-affiliates of the
Registrant as of April 12, 2004 was $732,900.

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 12, 2004 Registrant had outstanding 6,765,236 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]

---

# INDEX

| |  | Page
| |  | ----

| | PART
I
| | ------

|        |  |                                                    
|------- |  | ---------------------------------------------------
|Item 1. |  | Description of Business                            
|Item 2. |  | Description of Properties                          
|Item 3. |  | Legal Proceedings                                  
|Item 4. |  | Submission of Matters to a Vote of Security Holders

| | PART
II
| | -------

|         |  | 
|-------- |  | 
|Item 5.  |  | 
|Item 6.  |  | 
|Item 7.  |  | 
|Item 8.  |  | 
|         |  | 
|Item 8A. |  | 

| | PART
III
| | --------

|         |  | 
|-------- |  | 
|Item 9.  |  | 
|         |  | 
|Item 10. |  | 
|Item 11. |  | 
|         |  | 
|Item 12. |  | 
|Item 13. |  | 
|Item 14. |  | 

FORWARD
LOOKING STATEMENTS

This
annual report on Form 10-KSB contains forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  Atlas Minerals Inc. Inc. is referred to
herein as we or our.  The words or phrases
believe, would be, will allow, intends
to, will likely result, are expected to,
will continue, is anticipated, estimate,
project, or similar expressions are intended to identify
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results could differ materially
from those projected in the forward looking statements as a result of a number
of risks, assumptions and uncertainties, including, without limitation,
our present financial condition and the risks and uncertainties concerning the
availability of additional capital as and when required; the speculative nature
of mineral exploration, commodity prices, and production and reserve estimates;
environmental and governmental regulations; competitive pressures; general
economic conditions and other factors, including the risk factors set forth
below and elsewhere in this report (See Description of Business  Risk
Factors in Part I, Item 1; See also, Managements Discussion and Analysis
of Financial Condition and Results of Operations in Part I, Item 6)
Statements made herein are as of the date of the filing of this Form 10-KSB with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date.  Unless as may otherwise be required by applicable law, we
do not undertake, and specifically disclaims any obligation, to update any
forward-looking statements contained in this Form 10-KSB to reflect occurrences,
developments, unanticipated events or circumstances after the date of such
statement.

i

---

PART
I

ITEM 1.
DESCRIPTION OF BUSINESS

General Description

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

The Company was
re-incorporated  under the laws of the State of Colorado on February 3, 2000.  The
principal  office of the Company is  located at 10920 W.  Alameda  Avenue,  Suite 205,
Lakewood,  Colorado  80226.  Since May 2002 the  Company  has been listed on the OTC
Bulletin Board (OTC: ATMR).

On
September 22, 1998, the Predecessor Entity filed a petition for relief under
Chapter 11 of the U.S. Bankruptcy Code. The Predecessor Entitys
majority-owned subsidiaries, Atlas Precious Metals Inc. (APMI) and
Atlas Gold Mining Inc. (AGMI) also filed petitions for relief under
Chapter 11 on January 26, 1999. On December 11, 1999, the Bankruptcy Court
approved the plans of reorganization of Predecessor Entity and its subsidiaries
(collectively the Reorganization Plan). The Reorganized Company and
its subsidiaries (APMI and AGMI) emerged from Chapter 11 on January 10, 2000.
Final decrees were issued by the Bankruptcy Court officially closing the APMI
and AGMI cases on November 8, 2000 and the Atlas case effective December 31,
2001.

During
2002 the Company entered into transactions with certain outside shareholders of
APMI and AGMI to acquire the portion of APMIs and AGMIs outstanding
common stock owned by them. As a result of these transactions, the Company
controlled 100% of the voting stock of each AGMI and APMI (a portion of
APMIs total issued common stock is non-voting and after these transactions
the Company controlled approximately 97% of total APMI common stock). In March
2003, the Company merged APMI and AGMI, with APMI remaining as the surviving
entity. As a result of the merger, APMI owns 100% of the gold processing mill
and related facilities and infrastructure related to the Gold Bar mine in Eureka
County, Nevada, previously held by AGMI. Also as a result, APMI owned 100% of
the Grassy Mountain property in Malheur County, Oregon, a property known to host
gold mineralization, which was subsequently sold on April 1, 2003.

In
September 2002, the Company signed an option agreement to acquire 100% of the
outstanding shares of Western Gold Resources, Inc. (WGR), a private
Florida company whose primary asset is the Estrades polymetallic mine, in
exchange for shares of the Companys common stock. On January 3, 2003, all
rights under the option agreement were transferred to APMI. During July 2003, a
definitive Amended Agreement and Plan of Merger (the Agreement),
effective June 30, 2003, was consummated (see detailed discussion of the
transaction in Item 6, Managements Discussion and Analysis). As a
result of the Agreement, the Companys ownership in APMI was reduced to
approximately 28.2%.

1

---

As a
result of the merger transactions discussed above, completed in 2003
(collectively referred to as the 2003 Mergers), it will be necessary
in subsequent portions of this report, particularly Item 2. Description of
Property, Item 6. Managements Discussion and Analysis, and the
Financial Statements (including the Notes to Consolidated Financial
Statements), to differentiate between pre-merger and post-merger activities.

In
June 2002, the Company purchased the White Cliffs diatomite mine and processing
facilities located approximately 30 miles north of Tucson, Arizona (White
Cliffs). The property, which has been dormant for several years, consists
of approximately 3,200 acres of unpatented placer claims, a fully permitted mine
and a processing plant with a nominal annual capacity of at least 50,000 tons of
finished product. Effective October 31, 2003, the Company temporarily ceased
operations at the White Cliffs mine and mill complex and terminated all White
Cliffs employees. These actions were taken to conserve cash given that the
ongoing operation was resulting in negative cash flow.

The
largest current use of diatomaceous earth is in filtering applications. It is
also used as an absorbent, in filler applications and in manufacture of
insulation. One of the fastest growing uses is as a livestock feed supplement
and first production from the property was pre-sold for this purpose. The
majority of U.S. production currently comes from California and Nevada which
currently accounts for approximately 87% of annual production.

It is
estimated from previous drilling, face sampling, and testing that there are
approximately 2,500,000 tons of diatomite mineralization on the property.
Currently there are approximately 32,000 tons of diatomite mineralization
permitted for mining. Based on internal and third party analyses, it appears
that the known diatomite material should be able to meet specifications for most
end products. The property is located adjacent to the Copper Basin Railroad
which accesses the Southern Pacific Line and within five miles of Highway 77,
both of which will serve for product distribution.

In
July 2002, the Company incorporated a wholly-owned subsidiary in Arizona, White
Cliffs Mining, Inc., in which is held the White Cliffs diatomite mine and
related assets in Arizona.

As of
April 12, 2004, the Company operates only in the United States. Each of the
Companys properties is described in Item 2 below.

It is
the intention of Management for the Company to remain in the business of
development and exploitation of natural resource properties. Managements
current efforts regarding this are being directed toward the identification of
possible acquisition opportunities, primarily in the sectors of industrial
minerals, base metals, and precious metals. Given its current financial
situation, the Company will need to seek additional financing including loans
against the aforementioned assets, equity financing, project financing, sales of
existing equipment, and joint ventures or outright sales of properties.

Risk
Factors

Operations

OPERATIONS
MAY BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED WITH THE MINING
INDUSTRY.

2

---

During
2003, the Company currently had limited operations and cash flow from one
start-up operation, the White Cliffs mine and mill located in Arizona. This
operation and any possible future operations, if any, will be subject to risks
and hazards inherent in the mining industry, including but not limited to
unanticipated variations in resource grade and other geological problems, water
conditions, surface or underground conditions, metallurgical and other
processing problems, mechanical equipment performance problems, the
unavailability of materials and equipment, accidents, labor force and
transportation disruptions, unanticipated transportation costs and weather
conditions, any of which can materially and adversely affect, among other
things, the development of properties, production quantities and rates, costs
and expenditures and production commencement dates.

Environmental
Issues

The
Company is required to comply with various federal, state and local regulations
relating to environmental matters at its properties from time to time. Any other
operator of the Companys properties will be required to comply with these
regulations as well. In addition, any potential purchaser of the Companys
properties takes into account the potential cost of compliance with
environmental regulations. The Company and any operator or subsequent owner of
its properties will be required to obtain permits from various governmental
agencies in order to mine and mill metals. Increasing costs of environmental
compliance for its properties may have a material adverse impact on the
Companys operations or competitive position. Also see Item 6.
Managements Discussion and Analysis, Environmental
Matters.

Competition

THE
COMPANY FACES STRONG COMPETITION FROM OTHER MINING COMPANIES FOR THE ACQUISITION
OF NEW PROPERTIES.

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

Government
Regulations

THE COMPANY IS
SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION AND FACES ENVIRONMENTAL RISKS.

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

3

---

A
number of bills have been introduced in the U.S. Congress over the past years
that would revise in various respects the provisions of the current federal
mining law, the Mining Law of 1872, but none of these proposals currently are
under active consideration. However, if enacted, such legislation could
substantially increase the cost of holding unpatented mining claims and could
impair the ability of companies to develop mineral resources on unpatented
mining claims. Under the terms of these bills, the ability of companies to
obtain a patent on unpatented mining claims would be nullified or substantially
impaired, and most contain provisions for the payment of royalties to the
federal government in respect of production from unpatented mining claims, which
could adversely affect the potential for development of such claims and the
economics of operating new or even existing mines on federal unpatented mining
claims. The Companys financial performance could therefore be affected
adversely by passage of such legislation. Pending possible reform of the Mining
Law of 1872, Congress has put in place a moratorium which prohibits acceptance
or processing of most mineral patent applications. It is not possible to predict
whether any change in the Mining Law of 1872 will, in fact, be enacted or, if
enacted, the form the changes may take.

Insurance

THE COMPANY MAY
NOT CARRY ENOUGH INSURANCE.

The
mining industry is subject to risks of human injury, environmental liability and
loss of assets. While the Company currently carries, and as operations expand
intends to acquire, insurance coverage consistent with industry practice, the
Company can give no assurance that this level of insurance can cover all risks
of harm to the Company associated with being involved in the mining business.

Price
Volatility

IT MAY
NOT BE ECONOMICALLY FEASIBLE TO CONTINUE DEVELOPMENT OF A PROJECT OR CONTINUE
COMMERCIAL PRODUCTION.

The
Companys ability to grow its operations in the future is dependent upon
its exploration efforts, and its ability to develop new orebodies. If prices for
commodities and/or metals decline, it may not be economically feasible for the
Company to continue its development of a project or to continue commercial
production of some of its properties.

Development
of New Orebodies

DEVELOPMENT
OF NEW OREBODIES MAY COST MORE AND PRODUCE LESS RETURN THAN WE ESTIMATED.

The
Companys ability to sustain or increase its current level of production of
minerals and/or metals partly depends on its ability to develop new orebodies
and/or expand existing mining operations. Before the Company can begin a
development project, the Company must first determine whether it is economically
feasible to do so. This determination is based on estimates of several factors,
including:

|o |  | resources;
|- |  | ----------

|o |  | expected recovery rates of minerals and/or metals from the ore;
|- |  | ---------------------------------------------------------------

|o |  | facility
and  equipment costs;
|- |  | ------------------------------

|o |  | capital
and operating costs of a development project;
|- |  | -----------------------------------------------------

|o |  | future
commodities and/or metals prices;
|- |  | ----------------------------------------

|o |  | comparable
facility and equipment  costs;
|- |  | -----------------------------------------

|o |  | anticipated
climate conditions.
|- |  | -------------------------------

4

---

Development
projects may have no operating history upon which to base these estimates, and
these estimates are based in large part on our interpretation of geological
data, a limited number of drill holes and other sampling techniques. As a
result, actual cash operating costs and returns from a development project may
differ substantially from our estimates as a result of which it may not be
economically feasible to continue with a development project.

Exploration

THE COMPANYS
MINERAL EXPLORATION EFFORTS MAY NOT BE SUCCESSFUL.

The
Companys ability to expand depends on the success of its exploration
program. Mineral exploration is highly speculative. It involves many risks and
is often non-productive. Even if the Company can find a valuable mineral or
metals deposit, it may be several years before production is possible. During
that time, it may become economically unfeasible to produce those minerals or
metals. Developing orebodies requires the Company to make substantial capital
expenditures and, in the case of new properties, to construct mining and
processing facilities.

Foreign
Operations

FOREIGN
OPERATIONS, INCLUDING POTENTIAL FUTURE OPERATIONS IN MEXICO, ARE SUBJECT TO
ADDITIONAL INHERENT RISKS.

The
Company anticipates that it may conduct significant exploration and operations
in Mexico and other international locations in the future, in which case the
Company would be subject to political and economic risks such as:

|o |  | the effects of local political and economic developments;
|- |  | ---------------------------------------------------------

|o |  | exchange
controls  and export or sale restrictions;
|- |  | ---------------------------------------------------

|o |  | currency
fluctuations;
|- |  | ----------------------

|o |  | expropriation;
and
|- |  | ------------------

|o |  | taxation and laws or policies of foreign countries and the United States
affecting trade, investment and taxation.
|- |  | ------------------------------------------------------------------------------------------------------------------

Consequently,
any development and production activities undertaken by the Company outside of
the United States may be substantially affected by factors beyond its control,
any of which could materially adversely affect the Companys financial
position or results of operations.

Title to
Properties

THE TITLES TO
SOME OF THE COMPANY'S PROPERTIES MAY BE DEFECTIVE.

Unpatented
mining claims constitute a significant portion of our undeveloped property
holdings. The validity of these unpatented mining claims is often uncertain and
may be contested. In accordance with mining industry practice, we do not
generally obtain title opinions until we decide to develop a property.
Therefore, while we have attempted to acquire satisfactory title to our
undeveloped properties, some titles may be defective.

5

---

Employees

As of
April 12, 2004, the Company employed one full time person at its headquarters in
Lakewood, Colorado.

ITEM 2.
DESCRIPTION OF PROPERTY

Grassy
Mountain Property

The
Grassy Mountain property, acquired by the Company in 1986, was sold effective
April 1, 2003. Under the terms of the Reorganization Plan, proceeds from the
sale of Grassy Mountain were first utilized to pay certain expenses of APMI with
the remaining proceeds distributed amongst APMIs creditors, the
Companys creditors and the Company, such that the Company received
approximately 35% of the excess proceeds.

The
Grassy Mountain property is located in northern Malheur County, Oregon,
encompasses approximately 6 square miles comprised primarily of 3 patented lode
claims, 135 unpatented lode claims, 46 unpatented lode and placer claims, and
approximately 1,000 acres of fee surface. From prior work, the property is known
to host a gold mineral inventory of 17,217,000 tons at a grade of 0.061 oz. Au/t
(using a 0.02 ounce per ton cutoff grade).

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

There
was no significant mining or major mineral occurrence known in the area prior to
the Predecessor Entitys acquisition of the Grassy Mountain project in
1986. Since that time, significant exploration work has been completed on the
property consisting of detailed mapping, sampling and the drilling over 400
coreholes totaling over 230,000 feet.

On
February 14, 2000, the Company and APMI entered into a purchase option agreement
for the Grassy Mountain property with Seabridge Gold Inc.
(Seabridge) (formerly known as Seabridge Resources Inc.). This
option agreement was subsequently amended in December 2000 and July 2001
(collectively, the Original Option Agreement). Under the terms of
the Original Option Agreement, Seabridge had until December 31, 2002, to
exercise its option to acquire the Grassy Mountain property for a total of $1.7
million. Specifically, the payment was to consist of $150,000 cash (excluding
$100,000 in option payments made by Seabridge to extend the option period to
December 31, 2002), Seabridge common shares totaling $750,000, and a $700,000,
5% promissory note payable in three equal installments of $233,333, payable
every six months.

During
the later part of 2002, Seabridge indicated to the Company that it was concerned
with certain provisions of the Original Option Agreement, particularly those
terms pertaining to the issuance of Seabridge common shares, which, pursuant to
the terms of the Reorganization Plan, would need to be immediately distributed
to the Companys and APMIs creditors and could have a negative effect
on the market for Seabridge securities. As a result, and recognizing the
Companys need for cash, the parties agreed to restructure the terms of the
transaction. Under the restructured agreement (the Agreement), the
Company received a $300,000 non-refundable option payment from Seabridge on
December 20, 2002 in exchange for which Seabridge obtained the right to acquire
the Grassy Mountain gold property for a cash payment of $600,000 due on or
before March 31, 2003. Subsequent to December 31, 2002, the Company assigned all
of its rights, title and interest in, to and under the Agreement to APMI.
Effective April 1, 2003, Seabridge exercised its option to purchase the Grassy
Mountain property.

6

---

Gold Bar and
Related Assets

The
Gold Bar property is owned by APMI and located in and adjacent to the Roberts
Mountains in Eureka County, Nevada. At January 1, 2001, the property encompassed
approximately 17 square miles, comprised of 507 unpatented lode claims, 6
patented lode claims, and 8 patented millsite claims. Subsequently, the majority
of these claims have been relinquished and as of December 31, 2003, APMI holds
only the 8 patented millsite claims.

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

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

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

As the
Predecessor Entity no longer intended to develop, operate or otherwise invest in
this property, in August 1999 it reached an agreement (the
Agreement) with Bonanza Explorations Inc. (a successor corporation
to Vengold Inc., a public Canadian company) (Bonanza) giving Bonanza
the option to acquire the Companys interest in certain of its patented and
unpatented lode claims with all remaining claims being dropped.

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

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

7

---

Under
the terms of the Reorganization Plan and prior to the merger of APMI and AGMI in
March 2003 and the merger of APMI and WGR effective June 30, 2003 (collectively
the 2003 Mergers), any future net proceeds from the sale of the mill
and related equipment at Gold Bar, after first deducting certain administrative
expenses of Atlas, were distributed amongst AGMI creditors, APMIs
creditors, the Companys creditors and the Company, such that the Company
received approximately 54% of any excess proceeds. Subsequent to and as a result
of the 2003 Mergers, Atlas now receives 13.4% of any excess proceeds from future
sales of Gold Bar assets.

In
addition to the Gold Bar mill, as a result of the 2003 Mergers, APMI now owns
the rights to certain capital refunds from the power company which supplied
electricity to the mine and mill as well as a 39-space, fully developed trailer
park in the town of Eureka, Nevada. As of the end of 2003, APMI had estimated a
current fair value of the power credits of $184,000. Both of these assets are
held for sale under the Reorganization Plan. Subsequent to and as a result of
the 2003 Mergers, Atlas will also receive 13.4% of any excess proceeds from
future sales of the power credits and the trailer park.

White Cliffs
Mine

Overview

In
June 2002, the Company purchased the White Cliffs diatomite mine and processing
facilities located approximately 30 miles north of Tucson, Arizona. In July
2002, the Company incorporated in Arizona a new wholly-owned subsidiary, White
Cliffs Mining, Inc., in which the White Cliffs mine and related assets are held.

The
property consists of approximately 3,200 acres comprised of twenty 160-acre
Bureau of Land Management (BLM) unpatented association placer mining
claims, a fully permitted mine and an operational processing plant with a
nominal annual capacity of 50,000 tons of finished product. The processing plant
is located near the Copper Basin Railroad which accesses the Southern Pacific
Line and within five miles of Highway 77.

It is
estimated from previous drilling, face sampling, and testing that there are
approximately 2,500,000 tons of in-place diatomite mineralization on the
property. Of this material, there are currently approximately 32,000 tons
permitted for mining. Based on internal and third party analyses and past
production records, it appears that the known diatomite material should be able
to meet specifications for most end products. Because of the size of the
property, however, relatively little work has been done to define the
deposits overall quality, quantity, mining economics and utility for
specific applications.

Diatomaceous
earth deposits are the result of the accumulation of diatoms, microscopic
single-cell aquatic plants, in ancient ocean and lake beds. The diatom skeleton
typically ranges only 10 to 200 micrometers across. The resulting material is
chemically inert (environmentally friendly), chalk-like, very porous and low
density, actually able to float on water until it becomes saturated.

The
largest current use of diatomaceous earth is in filtering applications. It is
also used as an absorbent, natural insecticide, in filler applications and in
the manufacture of insulation. One of the fastest growing uses is as a livestock
feed supplement and first production from the property was pre-sold as livestock
feed supplement. The majority of U.S. production currently comes from California
and Nevada which accounted for 87% of the production in 2000.

8

---

Description
of Operations

The
diatomite beds lie almost horizontal and have between the beds certain waste
material consisting primarily of clays, volcanic ash, and other loose
sedimentary type materials. The overburden is similar to the waste but includes
a blanket of alluvial gravels. None of these materials is cemented and, as such,
no blasting is required. Stripping and mining is done by dozer. Once the
diatomite beds are exposed, they are sampled, ripped, and temporarily stockpiled
at the mine site. A front end loader is used to pick up the ripped material,
which is then hauled by truck to a stockpile area at the plant site.

This
plant stockpile is fed into a grizzly. The material then moves by conveyor to an
impact mill for its first reduction, to a surge bin, into a heated chamber where
it is initially dried, and then to a hammer mill where it is reduced to a fine
mesh. This material is air conveyed to a set of three cyclones where the
impurities are removed. Product fines go to a baghouse and then to a fines silo.
The primary product is air conveyed to a product silo and, when ready to be
bagged, transferred pneumatically to the bagging hopper. The bagging machines
can load 35 or 50 pound bags, or super sacks weighing up to one ton. The product
bags are palletized, wrapped with stretch film, and strapped on to the pallets
for delivery to the customer.

Arizona
Public Service provides the plant with 480-volt electric power and the dryer is
fueled by propane.

Work
Completed in 2002

As the
processing plant was primarily constructed in the mid-1980s and has been idle
since 2000, upon purchase of the property by the Company some maintenance of the
mill and replacement of certain worn components was required. Also during 2002
the Company purchased all necessary mining and mobile milling equipment, and
hired necessary staff. Additionally, the BLM transferred to the Company the
permit to conduct mining and milling activities on approximately 34 acres of the
property and accepted the Companys reclamation bond ($45,900) that
replaced and updated the bond provided by the previous operator.

In
August 2002 the Company commenced commercial mining operations on the White
Cliffs property. Initial production from the property had been pre-sold
primarily as livestock feed supplement. The first shipment of ore, under a
220-ton sales contract, was made in September. In total, approximately 2,200
tons of material was mined in 2002, of which 200 tons of product was shipped to
buyers.

A
systematic property mapping and sampling program was initiated to support future
marketing and mine planning efforts. Building on past geological work, the
Companys exploration activities in 2002 consisted of measuring detailed
sections of exposed and accessible strata, mapping select areas, collecting
well-defined samples that were analyzed for chemical and physical properties. A
base map and several detailed cross sections were developed in anticipation of
the mine expansion planning and permitting activities projected for 2003.

9

---

Work
Completed in 2003

In
late January 2003, operations were temporarily shut down until such time as
improvements could be implemented to the plant instrumentation and equipment and
additional sales could be made. As of this date, the Company had at the mill
site approximately 700 tons in stockpile of diatomite material and about 89 tons
of bagged product in inventory to sustain continued sales efforts.

In May
2003, operations were resumed at the property, which operated intermittently
until operations were again terminated by the Company effective October 31,
2003, in order to conserve cash as the project was continuing to operate in an
unprofitable mode primarily as a result of languishing product sales. At this
time, all White Cliff employees were terminated and select pieces of mobile
equipment were sold to fund ongoing corporate general and administrative
expenses. Subsequent to this shut down, all remaining bagged product in
inventory, approximately 121 tons, was sold.

While
the Company had made no determination as of December 31, 2003, regarding the
future of the property, in February 2004 the decision was made by the Company to
seek a buyer for the property. As a result, discussions were commenced with
several potentially interested parties concerning the possible sale of White
Cliffs. In March 2004, the Company retained an independent third party to assist
with this effort. As of April 12, 2004, no contract has been entered into
regarding the sale of the property and there can be no assurance that such
efforts will be successful.

Geology of
the Property

The
White Cliffs deposit generally slopes in a westerly direction to the San Pedro
River which serves as the major drainage for the area. The canyons cutting
through the property are generally parallel and discharge into the river.

The
deposit, which occurs in the Quiburis Formation, was formed in an elongated lake
in Miocene to Pliocene time. The lake bed sediments are composed of interbedded
gypsite, silts, marls, diatomites and minor clastics. After the diatomite was
deposited, faulting took place along a well defined line that represents a
displacement of as much as a hundred feet in some areas. The lake subsequently
lost its identity and the entire area was covered with water which left a
secondary deposit of gravel terraces and alluvial fill. As the area became more
arid, the present canyons were cut through the secondary deposit into the strata
of diatomite.

Most
of the diatoms are typical freshwater types. As relatively little clay is
present in the deposit, it has been deduced that the area has been relatively
dry and arid for most of the deposits existence. Because most of the
strata are nearly horizontal and there is little folding, it is possible to
project the in-place diatomite tonnage fairly accurately.

Ownership
History

The
White Cliffs property has been mined off and on since the early 1900s. The first
use of the diatomite was as an insulator. In the 1940s the Arizite Products
Company operated the mine and had a processing plant outside of Mammoth,
Arizona, located about ten miles from the property. Arizite produced material
for both filter aid and paint filler applications. The Arizona Diatomes Company
operated with a plant on the site during the 1950s producing a filter aid
material. In 1985, White Cliffs Industries erected an air classification plant
on the property which they operated until 1987. In 1991 Arimetco Inc. purchased
the property and plant, revamped the mechanical and electrical aspects of the
plant including an upgrade in the main blower capacity, operating the facility
until 1998 when it was sold to White Cliffs LLC. White Cliffs LLC operated
sporadically until its default on the purchase in 2000. At that time, Arimetco
reassumed ownership of the property but never restarted the operation. The
Company purchased the property from Arimetco in June 2002.

10

---

ITEM 3.
LEGAL PROCEEDINGS

As of
December 31, 2003, there were no pending legal proceedings.

See discussion
of the Chapter 11 reorganization in Item 1. Description of Business and Item 6.
Managements Discussion and Analysis or Plan of Operation.

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

No
matters were submitted to a vote of the security holders of the Company during
the quarter ended December 31, 2003.

11

---

PART
II

ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

From
February 10, 2000, to January 7, 2001, the Companys common stock traded on
the NASDs OTC Bulletin Board. From January 8, 2001, to May 4, 2002, the
Companys common stock traded on the NQB Pink Sheets before resumption of
trading on the OTC Bulletin Board on May 5, 2002, under the symbol ATMR. The
following table sets forth the high and low sales prices for the Companys
common stock for each quarterly period:

|             | Year Ended December 31,2003 | Year Ended December 31,2002 |     |        
|------------ | --------------------------- | --------------------------- | --- | -------
|
|March 31     |                             | $     0                     | .30 | $     0
|June 30      |                             | 0                           | .40 | 0      
|September 30 |                             | 0                           | .75 | 0      
|December 31  |                             | 0                           | .44 | 0      

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 a limited market for the Companys stock.

As of
April 12, 2004, there were approximately 400 holders of record of the
Companys Common Stock. Based upon information provided to the Company by
persons holding securities for the benefits of others, it is estimated that the
Company has in excess of 500 beneficial owners of its Common Stock as of that
date.

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

Securities
Authorized for Issuance under Equity Compensation Plans

There
are a total of 900,000 stock options authorized for issuance under the Atlas
Minerals Inc., 2001 Stock Option Plan, of which 300,000 options have been
granted. (See Item 10, Executive Compensation).

Recent
Sales  of Unregistered Securities; Use of Proceeds from Registered Securities

During
the third quarter of the year ended December 31, 2003, the Company issued
securities that were not registered under the Securities Act of 1933 as follows:

Pursuant
to and as defined by Rule 144 of the Securities Act of 1933, the Company issued
100,000 shares of restricted stock (Restricted 144 Stock) to a
qualified investor for payment to the Company of $25,000.

12

---

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

On
September 22, 1998, the Predecessor Entity 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, the Predecessor
Entitys subsidiaries, APMI and AGMI, also filed petitions for relief under
Chapter 11. On December 11, 1999, the Bankruptcy Court approved the
Reorganization Plan of Atlas, APMI and AGMI. Having consummated the
Reorganization Plan, Atlas, APMI and AGMI emerged from Chapter 11 on January 10,
2000. Final decrees were issued by the Bankruptcy Court officially closing the
APMI and AGMI cases on November 8, 2000 and the Atlas case effective
December 31, 2001.

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

As a
result of the bankruptcy proceedings, the majority of any remaining claims
against the Company are unsecured claims (the Creditors). Under the
Reorganization Plan, these claims received stock representing 67.5% of the
Reorganized Company. Under the terms of the Reorganization Plan and prior to the
2003 Mergers, the Creditors received cash distributions upon the sale of certain
assets of the Reorganized Company, including the sale of equipment associated
with the Gold Bar mill facility (of which Creditors received approximately 45.9%
of net proceeds after payment of certain general and administration costs) and
the sale of the Grassy Mountain property located in eastern Oregon (of which
Creditors received approximately 65.4% of net proceeds).

Subsequent
to and as a result of the 2003 Mergers, Creditors will now receive a
distribution of any future net proceeds, after first deducting certain
administrative expenses of APMI, of approximately 40.3% from any future sales of
Gold Bar mill facility and related assets located near Eureka, Nevada.

The
Reorganization Plan also provided for the distribution of stock representing
12.5% of the Reorganized Company to the then-Management and employees of the
Company as recognition for their efforts in the reorganization process and 2.5%
to each of ACSTAR and Moab Reclamation Trust for assumption by them of certain
future liabilities relating to the environmental cleanup and reclamation of
various of the Companys mine sites. The remaining 15% of the Reorganized
Company remained with the equity holders of the Predecessor Entity, which ceased
to exist on December 11, 1999 when the Reorganized Company came into existence.

In
July 2001, an agreement was reached with TRW, Inc. (TRW) to settle
the one remaining adversary proceeding. Under the terms of the agreement, the
Company agreed to make a total cash payment of $30,000 to TRW in three equal
installments due in October 2001, January 2002, and April 2002. In exchange, TRW
agreed to transfer back to the Company all common stock of the Company (146,415
shares) owned by it upon payment of the final installment. This matter was
finalized in July 2002 and the returned shares were subsequently cancelled by
the Company effective in August 2002.

13

---

During
2001 and through April 10, 2002, the Company reached final settlement agreements
with all insurance carriers regarding the ongoing claims which the Company had
against various insurance carriers for their failure to cover certain
environmental costs previously incurred by the Company that were the result of
permitting and remediation activities at the Companys past-producing
uranium processing mill in Utah (the CGL Claims). Effective May
2002, cash settlement amounts had been received from all such carriers providing
the Company in aggregate $2,373,000 net proceeds for the years 2001 and 2002.
The net proceeds exceeded the carrying amount of the CGL Claims resulting in a
gain of $66,000 and $455,000 being recognized in 2002 and 2001, respectively.

In
June 2002, the Company purchased the White Cliffs diatomite mine and processing
facilities located approximately 30 miles north of Tucson, Arizona (White
Cliffs). The property, which has been dormant for several years, consists
of approximately 3,200 acres of unpatented placer claims, a fully permitted mine
and a processing plant with a nominal annual capacity of at least 50,000 tons of
finished product.

The
largest current use of diatomaceous earth is in filtering applications. It is
also used as an absorbent, in filler applications and in manufacture of
insulation. One of the fastest growing uses is as a livestock feed supplement
and first production from the property was pre-sold as livestock feed
supplement. The majority of U.S. production currently comes from California and
Nevada which currently accounts for approximately 87% of the annual production.

It is
estimated from previous drilling, face sampling, and testing that there are
approximately 2,500,000 tons of diatomite mineralization on the property. Based
on internal and third party analyses, it appears that the known diatomite
material should be able to meet specifications for most end products. The
property is located adjacent to the Copper Basin Railroad which accesses the
Southern Pacific Line and within five miles of Highway 77, both of which will
serve for product distribution.

In
July 2002, the Company incorporated a wholly-owned subsidiary in Arizona, White
Cliffs Mining, Inc., in which is held the White Cliffs diatomite mine and
related assets in Arizona.

During
2002, the Company entered into transactions with the Pension Benefit Guaranty
Corporation (PBGC), U.S. Fire Insurance Company (US
Fire) and Newmont Grassy Mountain Corporation (Newmont)
whereby the Company effectively settled a portion of its estimated
reorganization liabilities. The Company paid $50,000, $7,000 and $2,000 to
PBGC, Newmont and US Fire, respectively, in exchange for each companys
rights to receive future creditor distributions under APMIs and
AGMIs Reorganization Plan as well as to acquire the portion of APMIs
and AGMIs outstanding common stock owned by PBGC, US Fire and Newmont. As
a result of these transactions, the Company controlled 100% of the voting stock
of both APMI and AGMI.

In
March 2003, the Company merged APMI and AGMI, with APMI remaining as the
surviving entity. As a result of the merger, APMI owns 100% of the gold
processing mill and related facilities and infrastructure related to the Gold
Bar mine in Eureka County, Nevada, previously held by AGMI. Also as a result,
APMI owned 100% of the Grassy Mountain property in Malheur County, which was
sold effective April 1, 2003.

In
September 2002, the Company entered into a 120-day exclusive option agreement
(the Option Agreement) to acquire 100% of the outstanding shares of
Western Gold Resources, Inc., a private Florida company whose primary asset is
the Estrades polymetallic mine located in northwestern Quebec. In December 2002,
this Option Agreement was amended extending the option period to March 31, 2003,
and transferring all rights under the Option Agreement to APMI. The Option
Agreement was again amended on March 31, 2003 to further extend the option
period until June 30, 2003.

14

---

Effective
June 30, 2003, a definitive Amended Agreement and Plan of Merger (the
Agreement) was completed between APMI and WGR.  The primary
shareholders of WGR were H.R. and Eileen A. Shipes (the Shipes)
(H.R. Shipes was the Companys Chief Executive Officer through October 27,
2003). Pursuant to the Agreement, the shareholders of WGR sold 100% of the
issued and outstanding shares of WGR to APMI in exchange for 17,400,000 shares
of APMI common stock.  Additionally, pursuant to the Agreement, APMI
repurchased 2,400,000 shares of its post-transaction common stock from the
Shipes in exchange for a $1,136,000 promissory note. The 15,000,000 shares
represented approximately 72% of APMIs total outstanding shares
immediately following the exchange. Therefore, the transaction was accounted for
as a reverse acquisition of APMI by WGR. As a result of the Agreement, the
Companys ownership in APMI decreased from 97% to approximately 28.2% (see
Item 12. Certain Relationships and Related Transactions).

Subsequent
to this merger, in August 2003 the Company and APMI announced a plan whereby the
Company intended to spin-off to its shareholders its 28.2% interest in APMI. The
spin-off was to have been in the form of a dividend with a record date of
September 5, 2003 (Record Date), with the distribution on or about
November 1, 2003. Under the proposed spin-off, the Company announced it will
distribute as a dividend, to its shareholders as of the Record Date, all of the
shares of APMI common stock held by the Company. Based on the Companys
outstanding shares at July 31, 2003, each Atlas share would receive
approximately one APMI share, but the actual distribution ratio could be lower
as it will be determined based upon the number of shares outstanding as of the
record date for the dividend. As of April 12, 2004, this spin-off has yet to be
finalized due to the Company having inadequate funds to complete all regulatory
filing requirements.

In
March 2003, the Board of Directors of the Company approved an option for the
possible future acquisition of a fluorite property in Sonora, Mexico. A 6-month
purchase option agreement was executed by the Company in June 2003 but was not
exercised and allowed to lapse in December 2003 due to the Companys
shortage of working capital.

In
September 2003, the Company reached an agreement to purchase the majority (88%)
of the outstanding common shares of Toro Mining and Minerals, Inc., which owns
the Toro perlite property located in New Mexico. The final acquisition was
conditional on the Company completing a financing adequate to effect closing,
scheduled for October 15, 2003, or sooner pending the availability of funds. Due
to the Companys inability to raise the requisite financing by the closing
date, the agreement could not be exercised and became null and void.

Also
in September 2003, the Company issued, pursuant to and as defined by Rule 144 of
the Securities Act of 1933, 100,000 shares of restricted stock (Restricted
144 Stock) to a qualified investor for his payment to the Company of
$25,000. Concurrent with this transaction, a second investor also remitted
$25,000 to the Company for the purchase of 100,000 non-restricted, free trading
shares. Prior to the Companys being able to complete the transaction, the
investor requested a refund of the $25,000. Being unable to comply with the
request due to a shortage of working capital, the Company on February 9, 2004,
issued the investor 100,000 shares of Restricted 144 Stock with the prior
approval of the Board of Directors. The Company has an understanding with this
investor that, upon the Company receiving future financing, it will refund the
$25,000 or, alternatively, allow the investor to retain the 100,000 shares of
Restricted 144 Stock.

15

---

On
October 1, 2003, the Company signed a consulting agreement with an independent
third party to assist the Company, among other matters, with strategic planning
and development policies regarding the Companys mining claims, mining
properties and markets for industrial mineral products. Under the terms of the
contract the Company agreed to issue the consultant 300,000 shares of stock to
be subsequently registered as free trading through the filing of a future S-8
Registration Statement.

On
November 14, 2003, the Company filed a Form S-8 whereby the Company registered
800,000 shares of its common stock pursuant to the 2003 Consultant Stock Grant
Plan (Consultant Plan). The purpose of the registration is to have
available common stock for issue to certain consultants in accordance with
written consulting agreements and the Consultant Plan, whereby the Company may
compensate consultants for services rendered to the Company in lieu of cash
compensation. Subsequent to the approval of this registration, the Company
issued 300,000 shares to an independent third party with whom it had previously
signed a consulting agreement on October 1, 2003, and on November 19, 2003,
issued an additional 100,000 shares to legal counsel, primarily for services
rendered in preparing and filing the Form S-8. Previously, in May 2003, the
Company also filed a Form S-8 registering 950,000 shares of its common stock,
900,000 of which was pursuant to the Companys 2001 Stock Option Plan and
50,000 to a third party consultant.

It is
the intention of Management for the Company to remain in the business of
development and exploitation of natural resource properties. Managements
current efforts regarding this are being directed toward the identification of
possible acquisition and/or merger opportunities, primarily in the sectors of
industrial minerals, base metals, precious metals and oil/natural gas. To
support the above activities and commitments, the Company will need to seek
additional financing including loans against the aforementioned assets, equity
financing, project financing, sales of existing equipment, and joint ventures or
outright sales of properties.

On
August 1, 2003, the Company signed an agreement with a firm in Toronto, Ontario,
Canada, to assist the Company in the raising of up to $2.5 million through a
private placement of common stock or some other financing arrangement on terms
and conditions acceptable to the Company. Having had no success as of December
31, 2003, the companies mutually terminated the agreement.

The
Companys financial statements for the year ended December 31, 2003 have
been prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. For the year ended December 31, 2003, the Company reported a net loss
of $1,034,000 and has stockholders equity of $69,000 as of December 31,
2003. In addition, the Company had a working capital deficiency of approximately
$131,000 at December 31, 2003. The Independent Auditors Report on the
Companys financial statements as of and for the year ended December 31,
2003 includes a going concern explanatory paragraph which means that
the auditors expressed substantial doubt about the Companys ability to
continue as a going concern.

At
this time, no substantial financing has been completed and there is no assurance
that these or any efforts to raise financing will be successful. The Company
continues to investigate the possibility of merging with another entity and
raising needed financing through a private placement of common stock or some
other financing arrangement. If some form of financing or business combination
with a third party is not forthcoming during 2004, the Company may be forced to
liquidate all of its remaining assets and possibly seek some form of dissolution
of the corporate entity.

16

---

Working
Capital, Liquidity and Capital Resources

During
2003 working capital decreased approximately $599,000 from a $468,000 surplus at
December 31, 2002 to a $131,000 deficit at December 31, 2003. The Companys
cash balance decreased from $396,000 at December 31, 2002 to $16,000 at December
31, 2003. The $380,000 decrease was primarily the result of utilizing cash to
fund the operation activities for the year of $759,000. Proceeds from the gain
on settlement of environmental liability claims, the sale of assets held for
sale, and the sale of property, plant and equipment were $16,000, $622,000 and
$42,000, respectively, and proceeds from the exercise of stock options and stock
subscriptions totaled $46,000; however this amount was offset by expenses for
the sale of asset held for sale of $65,000 and deferred acquisition costs
related to Estrades of $136,000 (incurred prior to the WGR transaction) and
exploration of certain Mexican properties of $20,000. The Company also paid
$145,000 in creditor distributions due to the sale of the Grassy Mountain
property in April 2003

During
the years ended December 31, 2003 and 2002, the Company had capital expenditures
of $0 and $204,000, respectively. The 2002 expenditures consisted almost
entirely of the initial asset acquisition of White Cliffs and related mobile
mining equipment.

The
Company is aggressively pursuing the possibility of merging with another entity
and/or raising needed financing through a private placement of common stock or
some other financing arrangement.

With
the curtailment of operations at White Cliffs in October 2003, the Company began
selling mobile equipment from the project as funds were needed to meet ongoing
corporate general and administrative expenses. Management anticipates additional
selling of the remaining mobile mining equipment to meet near term cash
requirements.

Subsequently,
the decision was made by the Company in February 2004 to seek a buyer for the
entire White Cliffs property. As a result, discussions have been commenced with
several potentially interested parties concerning the possible sale of White
Cliffs. The Company has retained an independent third party consultant to assist
with this effort. As of April 12, 2004, no contract has been entered into
regarding the sale of the property. All net proceeds of this transaction will be
also be used to meet ongoing corporate general and administrative expenses.

In the
interim, the Company has minimized its holding costs, having only one full time
employee, who is currently deferring all remuneration. In February 2003, the
Company entered into a two-year non-cancelable lease, which expires in January
2005, with a third party. Effective February 1, 2004, the Company assigned the
lease to an unrelated third party and is sub-leasing space on a month-to-month
basis.

The
Company believes that cash from the sale of the White Cliffs project and related
mobile equipment will be sufficient to cover anticipated expenditures until such
time as some form of financing can be attained. There is no assurance, however,
that the efforts to sell White Cliffs and related equipment or raise financing
will be successful.

17

---

Recent
Accounting Pronouncements

In May
2003, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
SFAS No. 150 establishes new standards on how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. The provisions of SFAS No. 150 are generally effective for all financial
instruments entered into or modified after May 31, 2003, except for those
provisions relating to mandatorily redeemable non-controlling interests, which
have been deferred. The adoption of SFAS No. 150 did not have an impact on the
financial position or results operation of the Company. If the deferred
provisions of SFAS No. 150 are finalized in their current form, management does
not expect adoption to have an effect on the financial position or results of
operation of the Company.

In
January 2003, the FASB issued SFAS Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46), which changes the criteria
by which one company includes another entity in its consolidated financial
statements. FIN 46 requires a variable interest entity (VIE) to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entitys activities or is entitled to
receive a majority of the entitys residual returns or both. In December
2003, the FASB approved a partial deferral of FIN 46 along with various other
amendments. The effective date for this interpretation has been extended until
the first fiscal period ending after December 15, 2004. However, prior to the
required application of this interpretation, a public entity that is a small
business issuer shall apply this interpretation to those entities that are
considered to be special purpose entities no later than as of the end of the
first reporting period after December 15, 2003. As the Company does not
currently have an interest in a VIE or special purpose entity, management does
not expect that the adoption of FIN 46 will have an effect on the financial
condition or results of operations of the Company.

In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation Transition and Disclosure. This statement amends SFAS No. 123,
Accounting for Stock-Based Compensation, and establishes two alternative
methods of transition from the intrinsic value method to the fair value method
of accounting for stock-based employee compensation. In addition, SFAS No. 148
requires prominent disclosure about the effects on reported net income (loss)
and requires disclosure for these effects in interim financial information. The
provisions for the alternative transition methods are effective for fiscal years
ending after December 15, 2002, and the amended disclosure requirements are
effective for interim periods beginning after December 15, 2002. The Company
adopted the disclosure only provisions of SFAS No. 148 in 2003 and plans to
continue accounting for stock-based compensation under APB 25.

In
November 2002, the FASB issued SFAS Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees and Indebtedness of Others. FIN 45 elaborates
on the disclosures to be made by the guarantor in its interim and annual
financial statements about its obligations under certain guarantees that it has
issued. It also requires that a guarantor recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and measurement provisions of
this interpretation are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002, while the provisions of the disclosure
requirements are effective for financial statements of interim or annual reports
ending after December 15, 2002. The adoption of FIN 45 did not have a material
effect on the financial condition or results of operations of the Company, as
the Company currently has made no guarantees.

18

---

Results
of  Operations

Year
Ended December 31, 2003 Compared to the Year Ended December 31, 2002

Revenues

During
the year ended December 31, 2003, the Company had mining revenue of $8,000 from
the shipment of approximately 51 tons of product compared to $22,000 of mining
revenue from the shipment of approximately 200 tons of product for the year
ended December 31, 2002. The decrease in mining revenue during 2003 is
attributable to the intermittent production shutdowns during 2003 and the
inability to develop a market for the product.

Production
Costs and Depreciation, Depletion and Amortization

Production
costs during the year ended December 31, 2003 were $119,000 compared to $89,000
for the same period in 2002. The production costs increased during 2003 due to
costs incurred to refine milling operations and the inefficiencies inherent in
operating intermittently throughout the year. Depreciation, depletion and
amortization relate primarily to the White Cliffs operations and increased to
$26,000 in 2003, from $15,000 in 2002.

General and
administrative expenses

General
and administrative expenses for the year ended December 31, 2003 were $855,000,
which compares to $655,000 for the year ended December 31, 2002, representing a
$200,000 increase. Salaries and benefits increased from $219,000 for the year
ended December 31, 2002 to $350,000 for the same period in 2003 primarily due to
the cost of administrative employees, including a mine manager at White Cliffs
for the majority of 2003 versus less than half a year in 2002, and the salary of
one employee at headquarters for eleven months during 2003 versus four months in
2002. Legal and accounting fees increased $52,000 from the year 2002 to 2003
primarily due the APMI and WGR merger, work performed on restructuring ideas and
costs associated with the S-8 filings and potential business opportunities.
Insurance costs were $81,000 in 2003 versus $52,000 in 2002 due to higher
directors and officers insurance premiums and additional coverage required due
to the equipment, property and general liability associated with the White
Cliffs operations. During 2003 rent costs increased by $15,000 due to
Companys signing of an office lease at headquarters for additional square
footage versus sub-leasing during 2002. Other professional fees decreased during
2003 by $44,000 due to decreased use of contractors at White Cliffs from 2002
and lower contract administrative costs at headquarters.

Other

Interest
income was $2,000 for 2003 and $8,000 for 2002. The decrease in 2003 is
attributable to lower average cash balances throughout 2003.

The
Company recognized a gain of $16,000 during 2003 due to settlement of an
environmental claim in favor of the Company. The gain on settlement of CGL
claims was $66,000 in 2002 due to the signed settlements from all outstanding
insurance carriers regarding the ongoing CGL Claims litigation. The gain arose
as the anticipated net proceeds from the settlements exceeded the carrying value
of the CGL claims and the related estimated reorganization liabilities.

19

---

During
2002 the Company recorded impairments on the assets held for sale relating to
Gold Bar of $60,000 and on the assets held for sale relating to Grassy Mountain
of $14,000. The impairment charges were the result of reducing the assets held
for sale by $515,000 and the related estimated reorganization liabilities by
$441,000 collectively. The impairments to Gold Bar were deemed necessary due to
net receipts from sale of equipment not meeting managements expectations
due to the continued overall slowdown in the mining industry. Management also
determined Grassy Mountain to be impaired as a result of the restructured option
agreement executed with Seabridge in December 2002.

Other
income of $31,000 was recognized during 2003 versus $300,000 in 2002. The other
income in 2003 was primarily due to the release of a trust account, which was
held pending proof of compliance with Canadian tax authorities. In 2002, other
income was due to the receipt of the non-refundable option payment from
Seabridge that was not to be applied against the future purchase price of the
assets held for sale at Grassy Mountain.

The
Company incurred a loss due to its equity investment in APMI during 2003 of
$80,000. The Company began reporting its investment in APMI under the equity
method pursuant to the June 30, 2003 APMI merger with WGR, in which its
investment decreased from 97% to approximately 28%.

The
Company had a loss on the sale of mobile mining equipment of $11,000 due to the
Companys disposal of certain assets at White Cliffs.

Environmental
Matters

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

During
2002, the Company established a performance bond in the amount of $45,900 for
the future reclamation of the White Cliffs mine and mill areas.

Critical
Accounting Policies

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

20

---

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

Whenever
events or changes in circumstances indicate that the carrying values of assets
held for sale or the CGL Claims (and also including all other long-lived assets)
may be impaired, the Company performs an analysis to determine the
recoverability of the carrying value. If the analysis indicates that the
carrying value is not recoverable from future cash flows, the asset is written
down to its estimated fair value and an impairment loss is recognized. During
2001, management determined the assets held for sale relating to Gold Bar to be
impaired due to the declining equipment sales from the mill facility and reduced
the carrying value of these assets by $100,000. Similarly, during 2002, the
Company determined the assets held for sale relating to Gold Bar were further
impaired and reduced the assets by $450,000. Management also determined Grassy
Mountain to be impaired as a result of the restructured option agreement
executed with Seabridge in December 2002 and reduced the carrying value of these
assets by $65,000. The amounts that the Company ultimately realizes (and the
periods of realization) could differ materially in the near term from the
carrying amounts (and the current or long-term classification of these items).

Revenue
represents amounts received from customers for mined and processed material from
the White Cliffs operation. Revenue is recognized when the product is shipped
and the title is passed to the customer.

As a
result of the bankruptcy proceedings, the majority of any remaining claims
against the Company are unsecured claims (the Creditors). Under the
Reorganization Plan, these claims received stock representing 67.5% of the
Reorganized Company. Under the terms of the Reorganization Plan and prior to the
2003 Mergers, the Creditors received cash distributions upon the sale of certain
assets of the Reorganized Company, including the sale of equipment associated
with the Gold Bar mill facility (of which Creditors received approximately 45.9%
of net proceeds after payment of certain general and administration costs) and
the sale of the Grassy Mountain property located in eastern Oregon (of which
Creditors received approximately 65.4% of net proceeds).

Subsequent
to and as a result of the 2003 Mergers, Creditors will now receive a
distribution of any future net proceeds, after first deducting certain
administrative expenses of APMI, of approximately 40.3% from any future sales of
Gold Bar mill facility and related assets located near Eureka, Nevada.

21

---

ITEM 7.
FINANCIAL STATEMENTS

Index to
Financial Statements

|                                                   | Page
|-------------------------------------------------- | ----
|
|Independent Auditors Report                       |     
|Consolidated Statements of Operations              |     
|for the Years Ended December 31, 2003 and 2002     |     
|Consolidated Balance Sheet as of December 31, 2003 |     
|Consolidated Statements of Stockholders Equity    |     
|for the Years Ended December 31, 2003 and 2002     |     
|Consolidated Statements of Cash Flows              |     
|for the Years Ended December 31, 2003 and 2002     |     
|Notes to Consolidated Financial Statements         |     

22

---

INDEPENDENT
AUDITORS REPORT

The Board of
Directors and StockholdersAtlas Minerals Inc.

We
have audited the accompanying consolidated balance sheet of Atlas Minerals Inc.
and subsidiaries as of December 31, 2003 and the related consolidated statements
of operations, stockholders equity and cash flows for each of the years in
the two-year period ended December 31, 2003. These consolidated financial
statements are the responsibility of the Companys Management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our
opinion, the aforementioned consolidated financial statements present fairly, in
all material respects, the financial position of Atlas Minerals Inc. and
subsidiaries as of December 31, 2003, and the results of their operations and
their cash flows for each of the years in the two-year period ended December 31,
2003 are in conformity with accounting principles generally accepted in the
United States.

The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company reported a net loss for the year
ended December 31, 2003 of $1,034,000 and has a working capital deficiency of
$131,000 as of December 31, 2003. These conditions raise substantial doubt about
its ability to continue as a going concern. Managements plans in regard to
these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Horwath Gelfond
Hochstadt Pangburn, P.C.

Denver,
Colorado April 12, 2004

23

---

Atlas
Minerals Inc.Consolidated Statements of Operations(in thousands, except loss per
share)

|                                                           | For Years Ended December 31, |           
|---------------------------------------------------------- | ---------------------------- | ----------
|
|                                                          
|Mining revenue                                             |                              | $        8
|                                                          
|Costs and expenses:                                        |                             
|Production costs                                           |                              | 119       
|Depreciation, depletion and amortization                   |                              | 26        
|General and administrative expenses                        |                              | 855       
|                                                          
|Gross operating loss                                       |                              | (992      
|                                                          
|Other (income) and expense:                                |                             
|Interest income                                            |                              | (2        
|Gain from settlement of environmental claims               |                              | (16       
|Gain from settlement of CGL claims (Note 10)               |                              | --        
|Impairment of assets held for sale (Note 10)               |                              | --        
|Loss from investment in affiliate (Note 4)                 |                              | 80        
|Loss from sale of property, plant and equipment            |                              | 11        
|Other income, net                                          |                              | (31       
|                                                          
|Loss before  income taxes                                  |                              | (1,034    
|Provision for income taxes (Note 16)                       |                              | --        
|                                                          
|Net loss                                                   |                              | $(1,034   
|                                                          
|Basic and diluted loss per share of common stock (Note 15) |                              | $(0.17    
|                                                          
|Weighted average common shares outstanding                 |                              | 6,137     
|                                                          

See
accompanying notes.

24

---

Atlas
Minerals Inc.Consolidated Balance Sheet(in thousands, except share information)

|                                                                            | December 31,2003
|--------------------------------------------------------------------------- | ----------------
|
|                                                                           
|Assets                                                                      |                 
|Current assets:                                                             |                 
|Cash and cash equivalents                                                   |                 
|Inventories (Note 5)                                                        |                 
|Other current assets                                                        |                 
|                                                                           
|Total current assets                                                        |                 
|                                                                           
|Property, plant and equipment (Note 7)                                      |                 
|Less:  Accumulated depreciation, depletion and amortization                 |                 
|                                                                           
|                                                                            |                 
|Restricted cash (Note 11)                                                   |                 
|Investment in affiliate (Note 4)                                            |                 
|                                                                           
|                                                                            |                 
|                                                                           
|Liabilities                                                                 |                 
|Current liabilities:                                                        |                 
|Trade accounts payable                                                      |                 
|Accrued liabilities                                                         |                 
|                                                                           
|Total current liabilities                                                   |                 
|                                                                           
|Estimated reorganization liabilities (Note 2)                               |                 
|Other liabilities, long-term                                                |                 
|                                                                           
|Total long-term liabilities                                                 |                 
|                                                                           
|Total liabilities                                                           |                 
|                                                                           
|Commitments and contingencies (Note 13)                                     |                 
|Stockholders equity (Notes 2 and 9)                                        |                 
|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, 6,665,000                              |                 
|Capital in excess of par value                                              |                 
|Unearned compensation                                                       |                 
|Deficit                                                                     |                 
|                                                                           
|Total stockholders equity                                                  |                 
|                                                                           
|                                                                            |                 
|                                                                           

See
accompanying notes.

25

---

Atlas
Minerals Inc.Consolidated Statements of Stockholders Equity(in thousands)

|                                      | Commonshares | Commonstock | Capital inexcess ofpar value | UnearnedCompensation | Deficit | Total   
|------------------------------------- | ------------ | ----------- | ---------------------------- | -------------------- | ------- | --------
|                                     
|Balance at January 1, 2002            |              | 6,062       |                              | $ 61                 |         | $  2,999
|Shares repurchased and cancelled      |              | (147        | )                            | (2                   | )       | (19     
|Current period loss                   |              | --          |                              | --                   |         | --      
|                                     
|Balance at December 31, 2002          |              | 5,915       |                              | 59                   |         | 2,980   
|Shares issued for services            |              | 450         |                              | 5                    |         | 114     
|Shares issued under private           |             
|placement                             |              | 100         |                              | 1                    |         | 24      
|Shares issued  upon exercise of stock |             
|options                               |              | 200         |                              | 2                    |         | 19      
|Current period loss                   |              | --          |                              | --                   |         | --      
|                                     
|Balance at December 31, 2003          |              | 6,665       |                              | $ 67                 |         | $  3,137
|                                     

See
accompanying notes.

26

---

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

|                                                      | For Years Ended December 31, |            
|----------------------------------------------------- | ---------------------------- | -----------
|
|                                                     
|Operating activities:                                 |                              |            
|Net loss                                              |                              | $  (1,034  
|Adjustments to reconcile net loss to net cash used    |                             
|in operations (Note 12)                               |                              | 136        
|Changes in operating assets and liabilities (Note 12) |                              | 139        
|                                                     
|Net cash used in operations                           |                              | (759       
|                                                     
|Investing activities:                                 |                             
|Additions to property, plant and equipment            |                              | --         
|Investment in CGL claims receivable                   |                              | --         
|Investment in assets held for sale                    |                              | (65        
|Settlement of estimated reorganization liabilities    |                              | --         
|Cash effects of deconsolidation of APMI               |                              | (76        
|Receipt of receivable from APMI                       |                              | 95         
|Deferred acquisition costs                            |                              | (156       
|Proceeds from settlement of CGL receivable            |                              | --         
|Proceeds from settlement of environmental claims      |                              | 16         
|Proceeds from assets held for sale                    |                              | 622        
|Proceeds from sale of property, plant and equipment   |                              | 42         
|                                                     
|Net cash provided by  investing activities            |                              | 478        
|                                                     
|Financing activities:                                 |                             
|Proceeds from issuance of common shares               |                              | 25         
|Proceeds from exercise of stock options               |                              | 21         
|Payment of estimated reorganization liabilities       |                              | (145       
|                                                     
|Net cash used in financing activities                 |                              | (99        
|                                                     
|Decrease in cash and cash equivalents                 |                              | (380       
|Cash and cash equivalents at beginning of period      |                              | 396        
|                                                     
|Cash and cash equivalents at end of period            |                              | $        16
|                                                     

See
accompanying notes.

27

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

1.
ACCOUNTING POLICIES

Principles
of Consolidation The accompanying consolidated financial statements
include the accounts of Atlas Minerals Inc. (Atlas) and its
subsidiaries as follows: White Cliffs Mining, Inc., a wholly-owned subsidiary in
which the White Cliffs property is held (Note 3) and Minerales Atlas S.A. de
C.V., a wholly-owned Mexican subsidiary incorporated during the second quarter
of 2003. Effective June 30, 2003, the Companys investment in Atlas
Precious Metals Inc. (APMI) is reported on the equity method due to
the Companys ownership decreasing to 28% from its previously held 96% at
December 31, 2002 (Note 4). The results of APMIs operations for the six
months ended June 30, 2003, and for the year ended December 31, 2002 are
included in the Companys consolidated statements of operations. 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 Atlas
Gold Mining Inc. (the Predecessor Entity). References to the
Predecessor Entity throughout the financial statements refer to Atlas and its
subsidiaries prior to December 11, 1999 and references to the Reorganized
Company refer to Atlas and its subsidiaries from and after December 12, 1999
through June 30, 2003.

Managements
Plans  The Companys financial statements for the year ended
December 31, 2003 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. For the year ended December 31,
2003, the Company reported a net loss of $1,034,000 and has stockholders
equity of $69,000 as of December 31, 2003. In addition, the Company had a
working capital deficiency of approximately $131,000 at December 31, 2003.

It is
the intention of Management for the Company to remain in the business of
development and exploitation of natural resource properties. Managements
current efforts regarding this are being directed toward the identification of
possible acquisition and/or merger opportunities, primarily in the sectors of
industrial minerals, base metals, precious metals and oil/natural gas. To
support the above activities and commitments, the Company will need to seek
additional financing including loans against the aforementioned assets, equity
financing, project financing, sales of existing equipment, and joint ventures or
outright sales of properties.

At
this time, no substantial financing has been completed and there is no assurance
that these or any efforts to raise financing will be successful. The Company
continues to investigate the possibility of merging with another entity and
raising needed financing through a private placement of common stock or some
other financing arrangement. If some form of financing or business combination
with a third party is not forthcoming during 2004, the Company may be forced to
liquidate all of its remaining assets and possibly seek some form of dissolution
of the corporate entity.

With
the curtailment of operations at White Cliffs in October 2003, the Company began
selling mobile equipment from the project as funds were needed to meet ongoing
corporate general and administrative expenses. Management anticipates additional
selling of the remaining mobile mining equipment to meet near term cash
requirements.

28

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

Subsequently,
the decision was made by the Company in February 2004 to seek a buyer for the
entire White Cliffs property. As a result, discussions have been commenced with
several potentially interested parties concerning the possible sale of White
Cliffs. The Company has retained an independent third party consultant to assist
with this effort. As of April 12, 2004, no contract has been entered into
regarding the sale of the property. All net proceeds of this transaction will be
also be used to meet ongoing corporate general and administrative expenses.

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

Property,
Plant and Equipment Property, plant and equipment is stated at the
lower of cost or estimated net realizable value. Depreciation of the milling
facilities and the depletion of the mineral properties is determined by the
units of production method. Equipment depreciation is recorded on the
straight-line basis over the estimated useful asset lives of 3 to 10 years.

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.

Impairment
 Management assesses the carrying value of 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 2002, the Company
incurred a $60,000 impairment charge related to the assets held for sale by Gold
Bar and a $14,000 impairment charge related to the assets held for sale by
Grassy Mountain.

Generally,
assets to be disposed of, if any, are considered impaired if the sum of expected
undiscounted future cash flows, less costs to sell or realize, is less than the
assets carrying values. If impairment is indicated, the loss is measured
by the amount by which the assets carrying values exceed their fair values
less costs to sell or realize. Revisions in estimates of fair value less costs
to sell or realize are reported as adjustments to the carrying amount of an
asset to be disposed of, provided that the carrying amount of the asset does not
exceed the reorganization value of the asset. Based on its review, Management
does not believe that there has been any significant impairment of the carrying
amounts of assets to be disposed of at December 31, 2003.

Estimated
Reorganization Liabilities  Estimated reorganization liabilities
represent amounts that are due to the creditors of the Company at the time of
bankruptcy. Generally, the estimated reorganization liabilities are equal to
approximately 40% of the expected proceeds from APMIs sale of the Gold
Bar. The estimated reorganization liabilities are non-interest bearing and
payable as the Company receives distributions from APMIs sale of its
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, which is $0 at December 31, 2003. The
amounts the Company will ultimately pay (and the periods in which these amounts
will be paid) could differ materially in the near term from the recorded
carrying amount (and from the periods in which these amounts were estimated to
be paid at the date of reorganization).

29

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

Foreign
Currencies  The functional currency of the Companys  subsidiaries was the U. S.
Dollar.  Gains and losses on foreign currency  transactions  are  included in
determining  consolidated  earnings/losses.  During 2003 and 2002,  there were no
significant  foreign  currency transactions.

Mining
Revenue  Revenues on diatomaceous earth are recorded at the time of
shipment.During 2003, White Cliffs sold its diatomaceous earth to six
customers, three of whom purchased 26%, 31%, and 32%, respectively. In 2002, all
sales were to a single customer.

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 16 to the consolidated financial statements.

Cash
Equivalents The Company considers all highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.

Earnings
per Share Basic income (loss) per share is computed by dividing
income (loss) applicable to common shareholders by the weighted-average number
of common shares outstanding for the period. Diluted income (loss) per share
reflects the potential dilution that could occur if dilutive securities and
other contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock that then shared in the
earnings of the Company, unless the effect is to reduce a loss or increase
earnings per share. At December 31, 2003 and 2002, the total number of common
shares issuable under the exercise of outstanding options was 300,000 and
725,000, respectively. The impact of the Companys outstanding options
would reduce loss per share and therefore are not considered in the
calculations.

Environmental
Remediation Liabilities  The Company accounts for environmental
remediation liabilities under Statement of Position 96-1 Environmental
Remediation Liabilities, which requires the accrual of environmental
remediation liabilities when the criteria for SFAS No. 5 Accounting for
Contingencies are met. As of December 31, 2003 Management does not
anticipate significant environmental remediation liabilities.

Comprehensive
Income  SFAS No. 130, Reporting Comprehensive Income,
requires companies to classify items of other comprehensive income by their
nature in a financial statement and display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position. During 2003
and 2002, the Company had no items of comprehensive income.

Accounting
for Asset Retirement Obligations In June 2001, the Financial
Accounting Standards Board (FASB) issued SFAS No. 143, Accounting
for Asset Retirement Obligations,which addresses accounting and financial
reporting for the obligations associated with the retirement of tangible
long-term assets. This statement requires that the fair value of a liability for
an asset retirement be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying value of the long-lived asset.
This statement is effective for fiscal years beginning after June 15, 2002. The
Company adopted SFAS 143 on January 1, 2003, and it did not have any impact on
its financial condition or results of operations.

30

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

Accounting
Estimates in the Preparation of Financial Statements The preparation
of financial statements in conformity with accounting principles generally
accepted in the United States of America requires Management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Stock-Based
Compensation  SFAS No. 123, Accounting for Stock-Based
Compensation, defines a fair-value-based method of accounting for
stock-based employee compensation and transactions in which an entity issues its
equity instruments to acquire goods or services from non-employees, and
encourages but does not require companies to record compensation cost for
stock-based employee compensation at fair value. The Company has chosen to
account for stock-based employee compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees and related interpretations. Accordingly, compensation cost
for stock options is measured for the excess, if any, of the quoted market price
of the Companys stock at the date of the grant over the amount an employee
must pay to acquire the stock.

Had
compensation expense been determined as provided in SFAS No. 123 using the
Black-Scholes option-pricing model, the pro forma effect of options issued
during the years ended December 31, 2003 and 2002 on the Companys net
income and per share amounts would have been as follows:

|                                      | Year endedDecember 31, |           
|------------------------------------- | ---------------------- | ----------
|
|                                     
|Net loss                              |                        | $   (1,034
|ADD: Stock-based employee             |                       
|compensation included in reported net |                       
|income, net of related tax effects    |                        | --        
|DEDUCT: Total stock-based employee    |                       
|compensation expense determined under |                       
|fair value based method for all       |                       
|award, net of related tax effects     |                        | (11       
|                                      |                        |           
|Pro forma net loss                    |                        | $   (1,045
|                                      |                        |           
|                                      |                        |           
|Loss  per share:                      |                       
|Basic and diluted - as reported       |                        | $  (0.17  
|                                      |                        |           
|                                      |                        |           
|Basic and diluted - pro forma         |                        | $  (0.17  
|                                      |                        |           
|                                      |                        |           

31

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

The
fair value of each option grant in 2002 is calculated assuming an expected life
of three years, volatility of 297%, an interest rate of 2.85% and a dividend
yield of zero.

The
fair value of each option grant in 2003 is calculated assuming an expected life
of three years, volatility of 254%, an interest rate of 2.11% and a dividend
yield of zero.

Recently
Issued Accounting Pronouncements - In June 2002, FASB issued SFAS No.
146,Accounting for Costs Associated with Exit or Disposal Activities.
SFAS No. 146 addresses financial accounting and reporting for costs associated
with exit or disposal activities. This statement supersedes Emerging Issues Task
Force Issue No. 94-3,Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity. The Company does not expect
that the adoption of SFAS No. 146 will have a significant immediate impact on
the financial condition or results of operations of the Company.

In
November 2002, the FASB issued SFAS Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees and Indebtedness of Others. FIN 45 elaborates
on the disclosures to be made by the guarantor in its interim and annual
financial statements about its obligations under certain guarantees that it has
issued. It also requires that a guarantor recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and measurement provisions of
this interpretation are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002, while the provisions of the disclosure
requirements are effective for financial statements of interim or annual reports
ending after December 15, 2002. The Company is currently evaluating the
recognition provisions of FIN 45, but does not expect that the adoption of FIN
45 will have a significant immediate impact on the financial condition or
results of operations of the Company, as the Company has made no guarantees.

In
January 2003, FASB issued SFAS Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46), which changes the criteria
by which one company includes another entity in its consolidated financial
statements. FIN 46 requires a variable interest entity (VIE) to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entitys activities or entitled to
receive a majority of the entitys residual returns or both. The
consolidation requirements of FIN 46 apply immediately to VIEs created
after January 31, 2003, and apply in the first fiscal period beginning after
June 15, 2003, for VIEs created prior to February 1, 2003. As the Company
does not currently have an interest in a VIE, management does not expect that
the adoption of FIN 46 will have a significant immediate impact on the financial
condition or results of operations of the Company.

In May
2003, FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity. SFAS No. 150
establishes new standards on how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. The
provisions of SFAS No. 150 are generally effective for all financial instruments
entered into or modified after May 31, 2003, except for those provisions
relating to mandatorily redeemable non-controlling interests, which have been
deferred. The adoption of SFAS No. 150 did not have a material impact on the
financial position or results operation of the Company. If the deferred
provisions of SFAS No. 150 are finalized in their current form, management does
not expect adoption to have a material effect on the financial position or
results of operation of the Company.

32

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

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, the
Predecessor Entitys subsidiaries, APMI and AGMI, also filed for relief
under Chapter 11. Under the Reorganization Plan approved by the Court on
December 11, 1999, primarily all of Atlas, APMIs, and AGMIs
liabilities were discharged for consideration of stock in the Reorganized
Company and contingent cash distributions to be made upon the sale/realization
of certain assets of the Reorganized Company.

During
2002 the Company entered into transactions with certain outside shareholders of
APMI and AGMI to acquire the portion of APMIs and AGMIs outstanding
common stock owned by them. As a result of these transactions, the Company
controlled 100% of the voting stock of each AGMI and APMI. In March 2003, the
Company merged APMI and AGMI, with APMI remaining as the surviving entity.

In
September 2002, the Company signed an option agreement to acquire 100% of the
outstanding shares of Western Gold Resources, Inc. On January 3, 2003, all
rights under the option agreement were transferred to APMI. During July 2003, a
definitive Amended Agreement and Plan of Merger (the Agreement),
effective June 30, 2003, was consummated (Note 4).

These
merger transactions discussed above, completed in 2003 are collectively referred
to as the 2003 Mergers.

As a
result of the bankruptcy proceedings, the majority of any remaining claims
against the Company are unsecured claims (the Creditors). Under the
Reorganization Plan, these claims received stock representing 67.5% of the
Reorganized Company. Under the terms of the Reorganization Plan and prior to the
2003 Mergers, the Creditors received cash distributions upon the sale of certain
assets of the Reorganized Company, including the sale of equipment associated
with the Gold Bar mill facility (of which Creditors received approximately 45.9%
of net proceeds after payment of certain general and administration costs) and
the sale of the Grassy Mountain property located in eastern Oregon (of which
Creditors received approximately 65.4% of net proceeds).

Subsequent
to and as a result of the 2003 Mergers, Creditors will now receive a
distribution of any future net proceeds, after first deducting certain
administrative expenses of APMI, of approximately 40.3% from any future sales of
Gold Bar mill facility and related assets located near Eureka, Nevada.

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

33

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

3. WHITE
CLIFFS MINE

In
June 2002, the Company purchased the White Cliffs Diatomite Mine and processing
facilities located approximately 30 miles north of Tucson, Arizona (White
Cliffs) for $50,000. The property, which had been dormant for several
years prior to the Companys purchase, consists of approximately 3,200
acres of unpatented placer claims, a fully permitted mine and a processing plant
with a nominal annual capacity of at least 50,000 tons of finished product. The
property was purchased from Arimetco, Inc., of which the Companys former
Chairman and Chief Executive Officer, is President.

In
late January 2003, operations were temporarily shut down until such time as
improvements could be implemented to the plant instrumentation and equipment and
additional sales could be made. In May 2003, operations were resumed at the
property, which operated intermittently until operations were again terminated
by the Company effective October 31, 2003, in order to conserve cash. At this
time, all White Cliff employees were terminated and select pieces of mobile
equipment were sold to fund ongoing corporate general and administrative
expenses.

The
Company had made no determination as of December 31, 2003, regarding the future
of the property, but in February 2004 the decision was made by the Company to
seek a buyer for the property. Discussions were commenced with several
potentially interested parties concerning the possible sale of White Cliffs. In
March 2004, the Company retained an independent third party to assist with this
effort.

As of
December 31, 2003, the aggregate carrying value of the White Cliffs
assets, including inventory, mineral property, mobile mining equipment, and the
mill facility, are approximately $134,000. While no offers for purchase of these
assets have been forthcoming, Management believes no impairment to the carrying
values should be recorded at December 31, 2003.

4.
INVESTMENT IN AFFILIATE

In
September 2002, the Company signed a 120-day exclusive option agreement to
acquire 100% of the outstanding shares of Western Gold Resources, Inc.
(WGR), a private Florida company whose primary asset is the Estrades
polymetallic mine. The option agreement was subsequently amended on January 3,
2003 to extend the option period until March 31, 2003 and to transfer all rights
under the option agreement to APMI. At this time the Company paid WGR an
additional $50,000 for such extension and transfer of rights. The option
agreement was again amended on March 31, 2003 to further extend the option
period until June 30, 2003 at no additional cost.

Effective
June 30, 2003, a definitive Amended Agreement and Plan of Merger (the
Agreement) was completed between APMI and WGR.  The primary
shareholders of WGR were H.R. and Eileen A. Shipes (the Shipes)
(H.R. Shipes was the Companys Chief Executive Officer through October 27,
2003). Pursuant to the Agreement, the shareholders of WGR sold 100% of the
issued and outstanding shares of WGR to APMI in exchange for 17,400,000 shares
of APMI common stock.  Additionally, pursuant to the Agreement, APMI
repurchased 2,400,000 shares of its post-transaction common stock from the
Shipes in exchange for a $1,136,000 promissory note. The 15,000,000 shares
represented approximately 72% of APMIs total outstanding shares
immediately following the exchange. Therefore, the transaction was accounted for
as a reverse acquisition of APMI by WGR. As a result of the Agreement, the
Companys ownership in APMI decreased from 97% to approximately 28.2%.

34

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

The
Companys recorded investment in affiliate at December 31, 2003 consists of
$226,000 of advances and receivables due from APMI in addition to the
Companys $193,000 investment in APMI (which represents the retained
earnings of APMI on June 30, 2003, prior to its merger with WGR), less $80,000,
which represents the Companys proportionate share of APMI losses for the
six months ended December 31, 2003. The Companys proportionate share of
APMI equity at December 31, 2003, exceeds the Companys investment in APMI
as a result of APMIs reorganization adjustment. The tables below summarize
the financial position of APMI as of December 31, 2003 and the results of
operations for the six months ended December 31, 2003, is as follows:

Financial
Position as of December 31, 2003

|                                           | (unaudited in thousands)
|------------------------------------------ | ------------------------
|Current assets:                            |                         
|Cash                                       |                         
|Non-current assets:                        |                         
|Assets held for sale                       |                         
|Deferred acquisition costs                 |                         
|Equipment                                  |                         
|Mining Property                            |                         
|                                           |                         
|Total Assets                               |                         
|                                           |                         
|                                           |                         
|Current liabilities:                       |                         
|Accounts payable and accrued expenses      |                         
|Non-current liabilities:                   |                         
|Estimated reorganization liabilities       |                         
|Deferred gain                              |                         
|Notes payable, related party               |                         
|                                           |                         
|Total liabilities                          |                         
|Total shareholders equity                 |                         
|                                           |                         
|Total liabilities and shareholders equity |                         
|                                           |                         
|                                           |                         

Results of
Operation for Six Months Ended December 31, 2003

|                   | (unaudited in thousands)
|------------------ | ------------------------
|Sales              |                         
|Operating expenses |                         
|Net loss           |                         
|                   |                         
|                   |                         

35

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

5.
INVENTORIES

Inventories
consisted of the following at December 31, 2003:

|                         
|-------------------------
|
|                         
|Stockpiled ore           
|Bagged diatomaceous earth
|Materials and supplies   
|                         
|                         
|                         
|                         
|                         

6. FAIR
VALUE OF FINANCIAL INSTRUMENTS

The
fair value of cash and cash equivalents and accounts payable approximates their
carrying value due to the short-term nature of these instruments. 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, 2003:

|(in thousands)                 | AcquisitionCosts | Accumulated Depreciation,Depletion & Amortization | Net Book Value
|------------------------------ | ---------------- | ------------------------------------------------- | --------------
|                              
|Mineral property               |                  | $    25                                           |               
|Milling facility               |                  | 21                                                |               
|Mobile mining equipment        |                  | 86                                                |               
|Furniture and office equipment |                  | 10                                                |               
|                               |                  |                                                   |               
|Total                          |                  | $  142                                            |               
|                               |                  |                                                   |               
|                               |                  |                                                   |               

36

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

8. STOCK
OPTION PLAN

On
September 7, 2001, the Board of Directors of the Company authorized the
approval of a stock option plan (the Plan) which was subsequently
approved by the shareholders at the 2002 annual meeting. The Plan allows the
Board of Directors, or a committee thereof at the Boards discretion, to
grant stock options to officers, directors, key employees, and consultants of
the Company and its affiliates. An aggregate of 900,000 shares of common stock
has been reserved for issuance upon exercise of the options granted under the
Plan. Pursuant to the Plan, the exercise price shall in no event be less than
the fair market value of the shares of common stock at the date of grant.

During
the year ended December 31, 2001, stock options for 600,000 shares were granted
to employees and directors under the Plan. Of these options, 500,000 were
granted on September 7, 2001 at an exercise price of $0.12, being the quoted
market price of the Companys shares at the date of grant, are fully vested
and expire on September 6, 2011. The remaining 100,000 were granted on November
1, 2001, at an exercise price of $0.09, being the quoted market price of the
Companys shares at the date of grant, are fully vested and expire on
October 31, 2011. During 2003, 100,000 options priced at $0.12 and 100,000
options priced at $0.09 were exercised and 100,000 options priced at $0.12 were
forfeited.

During
the year ended December 31, 2002, stock options for 125,000 shares were granted
to employees under the Plan. The options were granted on August 9, 2002, at an
exercise price of $0.21, being the quoted market price of the Companys
shares at the date of grant, are fully vested and expire on August 9, 2007. No
options were exercised during 2002. During 2003, all 125,000 options issued on
August 9, 2002 were forfeited.

During
the year ended December 31, 2003, stock options for 50,000 shares were granted
to an employee under the Plan. The options were granted on March 26, 2003, at an
exercise price of $0.22, being the quoted market price of the Companys
shares on the date of grant, are fully vested and expire on August 9, 2007. The
options were forfeited during 2003.

A
summary of the status of the Companys stock options as of December 31,
2003 and 2002, and changes during the years then ended, is presented below:

|                                | 2003 | 2002    |  |           
|------------------------------- | ---- | ------- |  | ----------
|
|Outstanding, beginning of year  |      | 725,000 |  | $     0.13
|Granted                         |      | 50,000  |  | $     0.22
|Exercised                       |      | 200,000 |  | $     0.11
|Forfeited                       |      | 275,000 |  | $     0.18
|                                |      |         |  |           
|Outstanding, end of the year    |      | 300,000 |  | $     0.12
|                                |      |         |  |           
|                                |      |         |  |           
|Options exercisable at year end |      | 300,000 |  | $     0.12
|                                |      |         |  |           
|                                |      |         |  |           

37

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

The
following table summarizes information about options outstanding at December 31,
2003:

| | Exerciseprice | Numberoutstanding | Weighted-averageremainingcontractual life
| | ------------- | ----------------- | -----------------------------------------
| |               | $     0.12        |                                          

9.
STOCKHOLDERS EQUITY

The
Company is authorized to issue 1,000,000 shares of preferred stock, par value $1
per share. The preferred stock is issuable in series, with designations, rights
and preferences to be fixed by the Board of Directors.Through December
31, 2003, no preferred stock has been issued.

During
2002 the Company cancelled 146,415 common shares it repurchased from TRW, Inc.

During 2003
the Company issued 50,000 shares and 100,000 shares priced at $0.16 per share
and $0.20 per share, respectively, to two consultants for services rendered. The
shares were expensed at fair market value as professional services totaling
$28,000.

The
Company also issued 300,000 shares priced at $0.30 per share under the terms of
a 42-month consulting agreement commencing on October 1, 2003. The Company will
recognize expense as earned over the duration of the contract, $6,000 in 2003,
and has recorded unearned compensation of $84,000 at December 31, 2003.

The
Company issued 100,000 shares under a private placement agreement executed on
September 10, 2003 for $0.25 per share.

The
Company issued 200,000 common shares due to the exercise of stock options under
the Plan (Note 8) of 100,000 shares at $0.12 per share and 100,000 shares at
$0.09 per share.

10.
IMPAIRMENT OF ASSETS HELD FOR SALE

During
the year ended December 31, 2002 net receipts from the sale of equipment at the
Gold Bar property did not meet managements expectations. Due to the
continued declining equipment sales and an overall slowdown in the mining
industry, the carrying value of the assets held for sale relating to the Gold
Bar property and the related estimated reorganization liabilities were reduced
by $450,000 and $390,000 respectively and a $60,000 impairment charge was
recorded. On December 20, 2002, APMI and Seabridge Gold Inc.,
(Seabridge) (formerly known as Seabridge Resources Inc.) executed an
amendment to the option agreement related to the Grassy Mountain property.
Pursuant to the agreement, Seabridge made an option payment on December 23, 2002
of $300,000 which was non-refundable and will not be credited against the
purchase price of the option should Seabridge exercise the option. The amendment
establishes the purchase price for the Grassy Mountain properties at $600,000
payable prior to March 31, 2003. Based upon the amended agreement, the carrying
value of the assets held for sale relating to the Grassy Mountain property and
the related estimated reorganization liabilities were reduced by $65,000 and
$51,000 respectively and a $14,000 impairment charge was recorded. Effective
April 2002, management was able to reach settlement agreements with all of the
remaining insurance carriers regarding the ongoing CGL Claims litigation. The
final CGL claims settlements net of expenses exceeded the recorded book value of
the CGL claims at December 31, 2001 of $1,549,000 which resulted in a gain from
CGL claims of $66,000 being recognized during 2002.

38

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

11.
RESTRICTED CASH

A
summary of restricted cash and securities at December 31, 2003, is as follows:

|(in thousands)                        | 
|------------------------------------- | 
|                                     
|Collateral for a reclamation bond (1) | 
|                                      | 
|                                      | 

| | (1)
Securing performance bond relating to White Cliffs reclamation obligation.
| | -------------------------------------------------------------------------------

12. DETAILS
OF CERTAIN STATEMENTS OF CASH FLOWS CAPTIONS

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

|                                                       | For Years Ended December 31, |       
|------------------------------------------------------ | ---------------------------- | ------
|
|                                                      
|Depreciation, depletion and amortization               |                              | $   26
|Gain from CGL and environmental claims                 |                              | (16   
|Loss on sale of property, plant and equipment          |                              | 11    
|Loss from investment in affiliate                      |                              | 80    
|Shares issued for services                             |                              | 119   
|Unearned compensation                                  |                              | (84   
|Impairment of assets held for sale                     |                              | --    
|                                                       |                              |       
|                                                       |                              | $  136
|                                                       |                              |       
|                                                       |                              |       
|(Increase) decrease in trade/other accounts receivable |                              | $   25
|(Increase) decrease in inventories                     |                              | 20    
|Increase in prepaid expense and other current assets   |                              | (4    
|Increase in other assets and restricted cash           |                              | (2    
|Increase in trade accounts payable                     |                              | --    
|Increase (decrease) in accrued liabilities             |                              | 106   
|Increase in estimated reorganization liabilities       |                              | --    
|Decrease in other liabilities, long-term               |                              | (6    
|                                                       |                              |       
|                                                       |                              | $  139
|                                                       |                              |       
|                                                       |                              |       

During
2003 and 2002, the Company paid no amounts for interest or income taxes.

13.
COMMITMENTS AND CONTINGENCIES

Other
Commitments

During
2002 the Company leased office space on a month-to-month basis from an entity
affiliated with the Companys President. In February 2003, the Company
entered into a two-year non-cancelable lease, which expires in January 2005,
with a third party. Effective February 1, 2004, the Company assigned the lease
to an unrelated third party and is sub-leasing space on a month-to-month basis.

Amounts
charged to rent expense for the years ended December 31, 2003 and 2002 were
$24,000 and $15,000, respectively.

39

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

14. RELATED
PARTY TRANSACTION

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

During
2003, the Company sold a piece of mobile mining equipment to APMI, with a net
book value of $22,875, for $17,000.

15. INCOME
(LOSS) PER SHARE

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

|                                          | For Years Ended December 31, |        
|----------------------------------------- | ---------------------------- | -------
|
|                                         
|Numerator:                                |                              |        
|Loss from continuing operations           |                              | $ 1,034
|                                          |                              |        
|Denominator:                              |                             
|Basic                                     |                             
|Weighted average shares outstanding       |                              | 6,137  
|                                          |                              |        
|                                          |                              |        
|Diluted                                   |                             
|Weighted average shares outstanding (1)   |                              | 6,137  
|                                          |                              |        
|                                          |                              |        
|Basic and diluted income (loss) per share |                              | $(0.17 
|                                          |                              |        
|                                          |                              |        

|(1) |  | Outstanding
options are not included in the calculation because the effect would be to reduce the
loss per share.
|--- |  | -----------------------------------------------------------------------------------------------------------------

16.  INCOME
TAXES

The Company had
no provision for income taxes for the years ended December 31, 2003 and 2002.

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.

The net
deferred tax balances in the accompanying December 31, 2003 balance sheet include the
following components:

|                                         | 
|---------------------------------------- | 
|
|(in thousands)                           | 
|Deferred tax assets:                     | 
|Net operating loss ("NOL") carryovers    | 
|Capital loss ("CL") carryovers           | 
|Post retirement benefit accrual          | 
|Reorganization expenses                  | 
|Depreciation, depletion and amortization | 
|                                         | 
|Total deferred tax assets                | 
|Deferred tax asset valuation allowance   | 
|                                         | 
|Net deferred tax assets                  | 

40

---

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

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

|                                         | For Years Ended December 31, |          
|---------------------------------------- | ---------------------------- | ---------
|
|                                        
|Valuation allowance, beginning of period |                              | $ 17,113 
|Continuing operations                    |                              | 296      
|Restriction of carryforwards             |                              | (4,622   
|Deconsolidation of APMI's NOLs           |                              | (5,193   
|Other                                    |                              | --       
|                                         |                              |          
|                                         |                              | $   7,594
|                                         |                              |          
|                                         |                              |          

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

|                                                   | For Years Ended December 31, |            
|-------------------------------------------------- | ---------------------------- | -----------
|
|                                                  
|Expected income tax benefit at statutory rates     |                              | $    (362  
|Expiration of carryforwards                        |                              | 4,622      
|Deconsolidation of subsidiary                      |                              | 5,259      
|Decrease in deferred tax asset valuation allowance |                              | (9,519     
|                                                   |                              |            
|Income tax expense                                 |                              | $        --
|                                                   |                              |            
|                                                   |                              |            

At
December 31, 2003 the Company has unused U.S. capital loss carryovers of
$3,000,000 which began expiring in 2002 and go through 2022. The Company also
has U.S. alternative minimum tax credit (AMT) carryovers of $127,000, which can
be carried forward indefinitely. At December 31, 2003, the Company has U.S. NOL
carryovers of $18,593,000, which begin to expire in 2008.

17.
SUBSEQUENT EVENTS

In
September 2003, an investor remitted $25,000 to the Company for the purchase of
100,000 non-restricted, free trading shares. Prior to the Companys being
able to complete the transaction, the investor requested a refund of the
$25,000, which is recorded as an accrued liability as of December 31, 2003.
Being unable to comply with the request for cash repayment, on February 9, 2004,
the investor was issued 100,000 shares of stock, pursuant to and as defined by
Rule 144 of the Securities Act of 1933, at $0.25 per share.

_____________________________________________________________

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

Not Applicable.

41

---

ITEM 8A.
CONTROLS AND PROCEDURES

A
review and evaluation was performed by the Companys management, including
the Companys Chief Executive Officer (the CEO) and Chief
Financial Officer (the CFO), of the effectiveness of the design and
operation of the Companys disclosure controls and procedures as of a date
within 90 days prior to the filing of this annual report. Based on that review
and evaluation, the CEO and CFO have concluded that Companys current
disclosure controls and procedures, as designed and implemented, were effective.
There have been no significant changes in the Companys internal controls
or in other factors that could significantly affect the Companys internal
controls subsequent to the date of their evaluation. There were no significant
material weaknesses identified in the course of such review and evaluation and,
therefore, no corrective measures were taken by the Company.

42

---

PART
III

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

Directors,
Executive Officers, Promoters and Control Persons

The
following table sets forth certain information regarding the Companys
directors and officers as of April 12, 2004:

|Name and Position |  | Age |  | Director ofthe CompanySince |  | Position andOffices Held |  | Principal Occupation, Past 5 Years BusinessExperience and Other Directorships Held
|----------------- |  | --- |  | --------------------------- |  | ------------------------ |  | -----------------------------------------------------------------------------------

|H.R. (Roy) ShipesDirector |  | 61 |  | Sept. 7, 2001 |  | Chairman andSecretary and Director(1) |  | President and CEO of: Western States
Engineering,  Inc.  from  May  1994  to  December
2003, Western Gold Resources,  Inc. from May 1994
to May 2003, TSC  Enterprises,  Inc. from January
1988 to December 2003 and American  International
Trading  Company,  Inc.  from  November 1994  to
December    2003;     President    of    Arimetco
International Inc. (3), 1990 to present.
|------------------------- |  | -- |  | ------------- |  | ------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Gerald E. DavisDirector |  | 55 |  | Sept. 7, 2001 |  | Chief ExecutiveOfficer, PresidentandChiefFinancial Officer(2) |  | Chief  Financial  Officer  and  previously  other
management   positions  with  Archangel   Diamond
Corporation,  Denver,  Colorado, from May 1997 to
December 2002;  Director of  International  Green
Ice Inc. from May 2000 to July 2003.
|----------------------- |  | -- |  | ------------- |  | ------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Douglas R. CookDirector |  | 78 |  | July 21, 1988 |  |  |  | President of Cook Ventures, Inc., a geological consulting firm; Chairman of
the Board of Atlas from November 1, 1996 to September 18, 1998; Director, Parker
Mining since March 2001; Chairman, Gold Summit Corporation since April 2003;
Director, Pegasus Mining Corporation from April 1991 to January 1999. Director,
Archangel Diamond Corporation, December 1996 to July 1998.
|----------------------- |  | -- |  | ------------- |  |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Robert L. MillerDirector |  | 47 |  | Sept. 7, 2001 |  |  |  | Vice President and CFO, since April 2001, of Lindner Asset Management,
Inc.; and Vice President, Franklin Enterprises, Inc., private investment
management, since 1987.
|------------------------ |  | -- |  | ------------- |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | Mr.
Shipes was appointed by the Company as Chairman, Chief Executive Officer and  Corporate
Secretary on March 11, 2002 after having previously been  appointed Chief Executive
Officer on September 7, 2001. Mr.Shipes resigned as  Chief Executive Officer effective
October 27, 2003.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Mr.
Davis was appointed by the Company as President and Chief Financial Officer  on March 11,
2002 after having previously been appointed Chairman, Principal  Financial Officer and
Secretary on September 7, 2001. Mr. Davis was appointed as  Chief Executive Officer
effective October 27, 2003
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | A
wholly-owned subsidiary of Arimetco International Inc. filed Chapter  11 Bankruptcy in
January 1997.
|--- |  | ------------------------------------------------------------------------------------------------------

43

---

Audit
Committee

The
Audit Committee of the Board of Directors is comprised of Robert L. Miller
(Chairman), and Douglas R. Cook. The Board of Directors has determined that both
Mr. Miller and Mr. Cook are independent members, as that term is defined
under the enhanced independence standards for audit committee members in the
Securities and Exchange Act of 1934. The Board of Directors has also determined
that Robert L. Miller is an Audit Committee Financial Expert as that term is
defined in rules issued pursuant to the Sarbanes-Oxley Act of 2002.

Section
16  (a) Beneficial Ownership Reporting Compliance

Under
Section 16 of the Securities Exchange Act 1934, the Companys directors and
executive officers and persons holding more than 10% of the Companys
Common Stock are required to file certain forms to report their initial
ownership of Common Stock and subsequent changes to that ownership to the
Securities and Exchange Commission by specified due dates. Based solely on a
review of copies of such forms, or written representations of such persons, to
the Companys knowledge, all of these filing requirements were satisfied.

Code of
Ethics

The
Company has adopted a Code of Ethics that applies to the Companys
principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions. A copy of the
Code of Ethics will be made available to any shareholder, free of charge, upon
written request to the Company.

ITEM 10.
EXECUTIVE COMPENSATION

Executive
Compensation

The
following table sets forth all compensation paid by the Company, for the years
ended December 31, 2003, 2002, and 2001 to the Companys Named Executive
Officers. No executive officer received cash compensation in excess of $100,000
during the fiscal year ended December 31, 2003.

Named
Executive Officers are all individuals serving as the Companys Chief
Executive Officer (CEO) or acting in a similar capacity during the
last completed fiscal year, regardless of compensation level.

44

---

|Name andPrincipal Position | Annual Compensation | Long-Term Compensation |  |        |  |     | 
|-------------------------- | ------------------- | ---------------------- |  | ------ |  | --- | 
|                          
|
|                          
|
|                          
|H.R. (Roy) Shipes (2)      |                     | 2003                   |  | 42,000 |  | Nil | 
|Chairman and Secretary     |                     | 2002                   |  | 61,000 |  | Nil | 
|                           |                     | 2001                   |  | 7,500  |  | Nil | 
|                          
|Gerald E. Davis (3)(4)     |                     | 2003                   |  | 75,000 |  | Nil | 
|Chief Executive Officer,   |                     | 2002                   |  | 90,000 |  | Nil | 
|President, and Chief       |                     | 2001                   |  | 18,750 |  | Nil | 
|Financial Officer          |                    
|                          

|(1) |  | Fiscal
year ended December 31.
|--- |  | ------------------------------

|(2) |  | Mr.
Shipes was appointed by the Company as Chairman, Chief Executive Officer, and  Secretary
on March 11, 2002 after having previously been appointed Chief  Executive Officer on
September 7, 2001. Mr.Shipes resigned as Chief Executive  Officer effective October 27,
2003.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Mr.
Davis was appointed by the Company as President and Chief Financial Officer on  March 11,
2002 after having previously been appointed Chairman, Principal  Financial Officer and
Secretary on September 7, 2001. Mr. Davis was appointed as  Chief Executive Officer
effective October 27, 2003.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Effective
October 1, 2003, Mr. Davis agreed to defer payment of his monthly salary of  $8,333.33
until such time as the Company is in better financial condition.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Stock
options granted on September 7, 2001, exercisable at $0.12 per share expiring on or
before September 6, 2011, pursuant to  the Atlas Minerals Inc. 2001 Stock Option Plan
(the "Plan").
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company has no employment agreements with its Executive Officers.

The Company
did not re-price downward any stock options or SARs held by the Named Executive
Officers during the fiscal year ended December 31, 2003.

Aggregated
Option Exercises During The Most Recently Completed Fiscal Year And Fiscal Year-End
Option Values

The
Named Executive Officers each exercised 100,000 options during the most recently
completed fiscal year ended.

45

---

|Name                   | SecuritiesAcquiredon Exercise(#) | AggregateValueRealized($) | UnexercisedOptions/SARs atFY-EndExercisable/Unexercisable(#) | Value of Unexercisedin-the-MoneyOptions/SARs at FY-EndExercisable/Unexercisable($)
|---------------------- | -------------------------------- | ------------------------- | ------------------------------------------------------------ | ----------------------------------------------------------------------------------
|                      
|H.R. Shipes            |                                  | 100,000                   |                                                              | 24,500                                                                            
|Chairman and Secretary |                                 
|                      
|Gerald E. Davis        |                                  | 100,000                   |                                                              | 24,500                                                                            
|CEO, President and CFO |                                 
|                      

There
were no stock option grants during the year ended December 31, 2003.

Stock
Options

Securities
authorized for issuance under equity compensation plans as at the fiscal year
ended December 31, 2003 are as follows:

|                             | Number of securities tobe issued upon exerciseof outstanding options,warrants and rights | Weighted-average exerciseprice of outstanding options,warrants and rights | Number of securitiesremaining available forfuture issuance underequity compensation plans(excluding securitiesreflected in column (a))
|---------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------
|                            
|
|                            
|Equity compensation plans    |                                                                                          | 300,000                                                                   |                                                                                                                                       
|approved by security holders |                                                                                         
|                            
|Equity compensation plans    |                                                                                          | None                                                                      |                                                                                                                                       
|not approved by security     |                                                                                         
|holders                      |                                                                                         
|Total                        |                                                                                          | 300,000                                                                   |                                                                                                                                       
|                            

Compensation
Of Directors

Effective
September 7, 2001, Directors are entitled to receive $1,000 for each meeting,
with a cap on such compensation at $5,000 per year, plus $500 for each committee
meeting. Of the $35,500 owed to Directors for attendance of such meetings during
the fiscal year ended December 31, 2002, $22,000 was paid and the balance
of $13,500 was accrued. No compensation was paid to Directors during the fiscal
year ended December 31, 2003, with the full amount due to Directors for
attendance of meetings, $20,000, being accrued.

The
Board of Directors of the Company has awarded stock options to acquire Common
Stock of the Company to its directors in recognition of services (see Stock
Option Plan Information and Stock Options above). The Company did not
re-price downward any stock options held by any of its directors during the
fiscal year ended December 31, 2003

46

---

ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The
following table contains information concerning the only persons believed by the
Company to own more than 5% of the Companys Common Stock and (i) each
director of the Company, (ii) the Companys executive officers, and (iii)
all directors and executive officers as a group. No officer or director owned
any stock in any subsidiary of the Company as of April 12, 2004.

|Name and Address of Beneficial Owner                                | Amount and Nature ofBeneficial Ownership | Percent ofClass
|------------------------------------------------------------------- | ---------------------------------------- | ---------------
|                                                                   
|H.R. (Roy) Shipes, Chairman, Secretary and Director (1)             |                                          | 1,196,686      
|8040 South Kolb Road                                                |                                         
|Tucson, AZ 85706                                                    |                                         
|                                                                   
|GDLF, LLC (2)                                                       |                                          | 959,981        
|5397 E. Mineral Circle                                              |                                         
|Centennial, CO 80122                                                |                                         
|                                                                   
|Vincent J. Catalano                                                 |                                          | 780,659        
|2030 W Clybourn Street                                              |                                         
|Milwaukee, WI 53233                                                 |                                         
|                                                                   
|Gerald E. Davis, CEO, President, CFO, and Director (1)              |                                          | 463,304        
|10920 West Alameda Avenue, Suite 205                                |                                         
|Lakewood, CO 80226                                                  |                                         
|                                                                   
|Robert L. Miller, Director (1)                                      |                                          | 100,000        
|520 Lake Cook Road, Suite 380                                       |                                         
|Deerfield, IL 60015                                                 |                                         
|                                                                   
|Douglas R. Cook, Director (1)                                       |                                          | 125,595        
|2485 Greensboro Drive                                               |                                         
|Reno, NV 89509                                                      |                                         
|                                                                   
|All current directors and executive officers as a group (4 persons) |                                          | 1,885,585      
|                                                                   

| | (1)
Includes shares which the listed shareholder has the right to acquire from
options within 60 days of the date hereof, as follows: H.R. Shipes, 50,000;
Gerald E. Davis, 50,000; Robert L. Miller, 100,000; and Douglas R Cook, 100,000,
for a total of 300,000 shares.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
GDLF, LLC, a private investment company, beneficially owns and has sole voting
and dispositive power over these shares of Common Stock.
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | (3)
Includes 50,000 stock options granted on September 7, 2001, pursuant to the
Companys Stock Option Plan (the Plan). The stock options are
exercisable at $0.12 per share expiring on or before September 6, 2011.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)
Includes 100,000 stock options granted on September 7, 2001, pursuant to the
Companys Stock Option Plan (the Plan). The stock options are
exercisable at $0.12 per share expiring on or before September 6, 2011.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change In
Control

There
is no arrangement known to the Company, the operation of which may at a
subsequent date result in a change of control of the Company.

47

---

ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The
following describes the transactions during the past two years, or proposed
transactions in excess of $60,000, to which the Company was or is to be a party
in which any director, executive officer, nominee for election as a director, 5%
or greater shareholder or any member of the immediate family of the
aforementioned persons had or is to have a direct or indirect material interest.

During
July 2003, a definitive Amended Agreement and Plan of Merger (the
Agreement) was consummated effective June 30, 2003 between whereby
Atlas Precious Metals Inc. (APMI), which voting stock was 100%
controlled by the Company, acquired 100% of the outstanding shares of Western
Gold Resources, Inc. (WGR), a private Florida company.

Prior
to the merger, Gerald E. Davis, the Companys President and Chief Financial
Officer, owned 313,304 shares (5.3% of the outstanding shares) of the Company
and 500,000 shares (4.0% of the outstanding shares) of WGR. Upon completion of
the merger, Mr. Davis owned 999,896 shares (4.7%) of the APMI merged entity.

Prior
to the merger, H.R. (Roy) Shipes, the Companys then-Chief Executive
Officer and its current Chairman and Secretary), owned 1,046,686 shares (17.5%
of the outstanding shares) of the Company and 7,500,000 shares (60.0% of the
outstanding shares) of WGR. Upon completion of the merger, Mr. Shipes owned
10,109,487 shares (47.8%) of the APMI merged entity. Under the terms of the
Agreement, H.R. and Eileen A. Shipes (Shipes) also received
from APMI a promissory note payable in the amount of $64,000. The Agreement also
contains a separate repurchase agreement whereby APMI repurchased 2,400,000
common shares of APMIs post-transaction common stock from Shipes in
exchange for a $1,136,000 promissory note.

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

(a) Exhibits:

|ExhibitNumber | Exhibit |                                                                                          
|------------- | ------- | -----------------------------------------------------------------------------------------
|             
|2             | .1      | Atlas Corporation's second amended plan of reorganization                                
|             
|2             | .2      | Atlas Precious Metals Inc.'s second amended plan of reorganization                       
|             
|2             | .3      | Atlas Gold Mining Inc.'s revised second amended plan of reorganization                   
|             
|3             | .1      | Articles of Incorporation of Atlas Minerals Inc. dated February 3, 2000                  
|             
|3             | .2      | Bylaws of Atlas Minerals Inc. dated February 10, 2000                                    
|             
|10            | .1      | Moab Utah Millsite Transfer Agreement dated April 28, 1999 between Atlas Corporation, the
|              |         | Official Unsecured Creditors Committee, the NRC, the State of                            
|              |         | Utah and ACSTAR Insurance Companies                                                      
|             
|10            | .2      | Revised second amended joint disclosure statement of                                     
|              |         | Atlas Corporation, Atlas Gold Mining                                                     
|              |         | Inc. and Atlas Precious Metals Inc.                                                      
|             

48

---

|ExhibitNumber | Exhibit |                                                                                                 
|------------- | ------- | ------------------------------------------------------------------------------------------------
|             
|10            | .6      | Option Agreement among Seabridge Resources Inc., Newco, Atlas Precious Metals Inc. and          
|              |         | Atlas Minerals Inc. effective February 14, 2000,                                                
|              |         | for purchase of the Grassy Mountain property                                                    
|             
|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                                                             
|             
|10            | .8      | Second Amendment to Option Agreement effective July 31, 2001,                                   
|              |         | by and among Atlas Precious Metals Inc, Atlas Minerals Inc.,                                    
|              |         | Seabridge Resources Inc., and Newco                                                             
|             
|10            | .9      | Stock Option Plan dated September 7, 2001                                                       
|             
|10            | .10     | Form of Stock Option Agreement between the Company and the Optionees                            
|             
|10            | .11     | Third Amendment to Option Agreement effective December 20, 2002,                                
|              |         | by and among Atlas Precious Metals Inc, Atlas Minerals Inc.,                                    
|              |         | and Seabridge Gold Inc.                                                                         
|             
|10            | .12     | 2003 Consultant Stock Grant Plan dated November 14, 2003                                        
|             
|10            | .13     | Option Agreement dated September 4, 2002, between the Company                                   
|              |         | and Western Gold Resources, Inc.                                                                
|             
|10            | .14     | Amendment dated January 3, 2003, to the Option Agreement                                        
|              |         | dated September 4, 2002 between the Company and Western Gold Resources,                         
|              |         | Inc. transferring the Option Agreement to Atlas Precious Metals Inc.                            
|             
|10            | .15     | Amendment dated March 31, 2003, to the Option Agreement between                                 
|              |         | Atlas Precious Metals Inc. and Western Gold Resources, Inc.                                     
|             
|10            | .16     | Amended Agreement and Plan of Merger effective June 30, 2003, between                           
|              |         | Atlas Precious Metals Inc. and Western Gold Resources, Inc.                                     
|             
|10            | .17     | Subscription Agreement dated September 9, 2003, between the Company and Thomas G. Kiser         
|             
|10            | .18     | Consulting Agreement dated October 1, 2003, between the Company and Thomas G. Kiser             
|             
|21            | .0      | Subsidiaries of the Company                                                                     
|             
|31            | .1      | Certification of the Chief Executive Officer and Chief Financial Officer                        
|              |         | Pursuant to Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, as adopted pursuant to
|              |         | Section 302 of The Sarbanes-Oxley Act of 2002                                                   
|             
|32            | .1      | Certification of the Chief Executive Officer and Chief Financial Officer                        
|              |         | Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of                        
|              |         | The Sarbanes-Oxley Act of 2002                                                                  
|             

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

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

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

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

|(5) |  | Incorporated
by reference to the Companys annual report on Form 10-KSB for  the year ended
December 31, 2000 and filed May 15, 2001.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

49

---

|(6) |  | Incorporated
by reference to the Companys annual report on Form 10-KSB for  the year ended
December 31, 2001 and filed April 15, 2002.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated
by reference to the Companys annual report on Form 10-KSB for  the year ended
December 31, 2002 and filed March 28, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated
by reference to the Companys S-8 registration filed on  November 14, 2003.
|--- |  | ----------------------------------------------------------------------------------------

|(9) |  | Filed
herewith and attached to this Form 10-KSB.
|--- |  | ------------------------------------------------

(b)
The following reports on Form 8-K or Form 8-K/A were filed during the fourth
quarter of 2003.

|Date Filed with SEC |  | Items Reported
|------------------- |  | --------------

_________________________________________________________________________________________

|October 6, 2004 |  | Exhibits attached:
Western Gold Resources, Inc. - Consolidated Financial Statements; and
Atlas Minerals Inc. - Unaudited Pro Forma Condensed Consolidated  Statement
of Operations.
|--------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

_________________________________________________________________________________________

|November 25, 2003 |  | Financial  results for the nine months ended  September 30, 2003 and announcing
that all operations at the White Cliffs mine and mill complex were  temporarily
ceased effective November 1, 2003.
|----------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

_________________________________________________________________________________________

|December 3, 2003 |  | The Company announced a plan for Atlas Minerals to spin-off to its
shareholders its approximately 28.2% interest in APMI.
|---------------- |  | -------------------------------------------------------------------------------------------------------------------------

ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

The
following table lists those services provided by the Companys principal
accountant and the associated fees for the 2003 and 2002 fiscal years:

|Services                                                                                | 2003 | 2002       
|--------------------------------------------------------------------------------------- | ---- | -----------
|                                                                                       
|Audit Fees                                                                              |      |            
|Fees relating to audit of the Company's annual financial statements, the reviews of     |     
|the financial statements filed on Forms 10-Q, and reviews of Forms S-8                  |      | $37,833    
|                                                                                       
|Audit-Related Fees                                                                      |     
|Fees for engagements traditionally performed by an auditor such as statutory audits not |     
|relied upon for the consolidated financial statements audit, employee benefits plan     |     
|audits, accounting consultation, acquisition due diligence, and other similar services  |      | $         0
|                                                                                       
|Tax Fees                                                                                |     
|Fees for tax compliance and tax consulting services                                     |      | $         0
|                                                                                       
|All Other Fees                                                                          |     
|Fees for other professional services                                                    |      | $         0
|                                                                                       

Audit
Committee Prior Approval Policies

The
Companys Audit Committee Charter provides that the audit committee must
pre-approve the engagement of the Companys principal independent
accountants to provide non-audit services. The Companys Audit Committee
has not established any policies or procedures other than those required by SEC
rules on auditor independence. No non-audit services were provided by
the Companys principal independent accountants in 2003.

50

---

SIGNATURES

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

ATLAS
MINERALS INC.

By: /s/
Gerald E. Davis
Name: Gerald E. Davis
Title:  Chief Executive Officer, President
          and Chief Financial Officer
Date:  April 12, 2004

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

|By: /s/ H.R. (Roy) Shipes
       H.R. (Roy) Shipes
Title:   Chairman, Secretary and Director | Date: April 12, 2004
|-------------------------------------------------------------------------------------------- | --------------------

|By: /s/ Gerald E. Davis
       Gerald E. Davis
Title:   CEO, President, CFO and Director | Date: April 12, 2004
|---------------------------------------------------------------------------------------- | --------------------

|By: /s/ Douglas R. Cook
       Douglas R. Cook
Title:   Director | Date: April 12, 2004
|---------------------------------------------------------------- | --------------------

|By: /s/ Robert L. Miller
       Robert L. Miller
Title:   Director | Date: April 12, 2004
|------------------------------------------------------------------ | --------------------

51

---