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

                                   FORM 10-KSB

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                1934 for the fiscal Year Ended December 31, 2002

                           COMMISSION FILE NO. 1-2714

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

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

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

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


                                                   Name Of Each Exchange
         Title Of Each Class                        On Which Registered
--------------------------------------- ----------------------------------------
Common Stock, par value $0.01 per share                     OTCBB
---------------------------------------                     -----


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 $22,000

Aggregate   market   value  of   2,352,647   shares  of  Common  Stock  held  by
non-affiliates of the Registrant as of March 26, 2002 was $470,530.

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 March 26,  2002  Registrant  had  outstanding  5,915,103  shares of Common
Stock, $0.01 Par Value, its only class of voting stock.

Documents Incorporated by Reference: Proxy Statement for the 2003 Annual Meeting

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

<PAGE>


                                      INDEX

                                                                            Page
             PART I
Item 1.      Description of Business                                          1
Item 2.      Description of Properties                                        6
Item 3.      Legal Proceedings                                               11
Item 4.      Submission of Matters to a Vote of Security Holders             11

             PART II
Item 5.      Market for Common Equity and Related Stockholder Matters        12
Item 6.      Management's Discussion and Analysis                            12
Item 7.      Financial Statements                                            21
Item 8.      Changes to and Disagreements with Accountants on Accounting
                and Financial Disclosure                                     40

             PART III
Item 9.      Directors, Executive Officers, Promoters and Control Persons;   41
             Compliance with Section 16(a) of the Exchange Act
Item 10.     Executive Compensation                                          41
Item 11.     Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters                   41
Item 12.     Certain Relationships and Related Transactions                  41
Item 13.     Exhibits and Reports on Form 8-K                                42
Item 14.     Controls and Procedures                                         43


                           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. 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,  the
Company's 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 and 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
<PAGE>



                                     PART I

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

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

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

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

On September 22, 1998, the Predecessor  Entity filed a petition for relief under
Chapter  11 of the U.S.  Bankruptcy  Code.  The  Company's  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 Atlas,  APMI and
AGMI (collectively the "Reorganization Plan"). Atlas, APMI and AGMI emerged from
Chapter 11 on January 10,  2000.  Final  decrees  were issued by the  Bankruptcy
Court  officially  closing  the APMI and AGMI cases on  November 8, 2000 and the
Atlas case effective December 31, 2001.

In May 2002, the Company was successful in its application and moved its listing
to the OTC Bulletin Board from the NQB Pink Sheets.

The Company owns 100% of the voting stock of APMI,  incorporated  under the laws
of the State of Nevada,  which  holds the Grassy  Mountain  property  in Malheur
County,  Oregon,  a property known to host gold  mineralization.  In March 2003,
AGMI, a  subsidiary  of the  Company,  was merged with and into APMI,  with APMI
remaining as the surviving entity. As a result of the merger, APMI now 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. The Company
also owns 100% of an inactive subsidiary, Suramco Metals, Inc.

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  for this  purpose.  The
majority of U.S.  production  currently  comes from  California and Nevada which
accounted for 87% of the production in 2000.


                                        1
<PAGE>

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.

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.  The  Company
subsequently assigned the Option Agreement to APMI. Western Gold's primary asset
is the Estrades  polymetallic mine located northwest of Val-d'Or in northwestern
Quebec.  The Company is in the process of completing  extensive due diligence of
the Estrades mine.

As of March 26, 2003, the Company  operates only in the United  States.  Each of
its current 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.

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

Operations
----------

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

The Company  currently  has 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.


                                       2
<PAGE>

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

COMPLIANCE  WITH  ENVIRONMENTAL  LAWS  MAY HAVE A  MATERIAL  ADVERSE  AFFECT  ON
OPERATIONS.

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

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

THE COMPANY FACES EXTENSIVE GOVERNMENTAL REGULATION AND 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.

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


                                       3
<PAGE>

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
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.

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


                                       4
<PAGE>

may  differ  substantially  from  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 CANADA AND 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
-------------------

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.

Employees
---------

As of March  26,  2003,  the  Company  employed  two full  time  persons  at its
headquarters  in  Lakewood,  Colorado,  and four full time persons at its office
located in Tucson, Arizona.


                                       5
<PAGE>

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

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

The Grassy  Mountain  property,  located in  northern  Malheur  County,  Oregon,
encompasses  approximately 6 square miles comprised primarily of 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 ounces
of gold per ton (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.

While the Company  believes that Seabridge  will exercise its option,  as of the
date of this  Report,  Seabridge  has not done  so.  Should  Seabridge,  for any
reason, decide not to exercise its option under the Agreement, the Company would
attempt to find another buyer for the property.


                                       6
<PAGE>

Under the terms of the  Reorganization  Plan,  proceeds  from the sale of Grassy
Mountain  will first be  utilized  to pay  expenses  of APMI with the  remaining
proceeds to be distributed  amongst APMI  creditors,  Atlas creditors and Atlas,
such that Atlas will receive approximately 35% of the excess proceeds.

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

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

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

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

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

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

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

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


                                       7
<PAGE>

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

Under the terms of the Reorganization Plan, any future proceeds from the sale of
the mill and related equipment at Gold Bar will first be utilized to pay certain
priority  claims,  including  administrative  expenses  of Atlas  (approximately
$353,000 at December  31,  2002).  Proceeds in excess of these  amounts  will be
distributed amongst AGMI creditors,  APMI creditors,  Atlas creditors and Atlas,
such that Atlas will receive approximately 54% of any excess proceeds.

In addition to the Gold Bar mill, the Company has the rights to certain  capital
refunds from the power company which supplied  electricity to the mine and mill.
Based on information  received from the power company,  as of December 31, 2002,
these  remaining  credits,  payable in varying  amounts  over the next  thirteen
years,  total  approximately  $570,000.  Because  this  payment  is a  dividend,
according to the power company,  its Board at any time could decide to not issue
a dividend or change either or both the annual amount and the payment  schedule.
Inasmuch  as no payment  for 2002 has as yet been  forthcoming,  the Company has
established  an  allowance  of  $386,000  to reduce the asset to a net amount of
$184,000, which is management's estimate of current fair value.

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

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
will be 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


                                       8
<PAGE>

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.

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.

Development 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 2200 tons


                                       9
<PAGE>

of material  were mined in 2002,  of which 200 tons of product  were  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, and 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.

In late January 2003,  operations were  temporarily shut down until such time as
additional  improvements  can be  effected  to  the  plant  instrumentation  and
equipment.  As of this date, the Company has 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.

Proposed Program for Exploration and Development
------------------------------------------------

It is anticipated that the currently permitted area on the property will sustain
operations  for  approximately  another  twelve months by which time the Company
plans to have  permitted and  developed new mine areas.  To support the proposed
mine  expansion,  the  Company  will  continue  its  exploration  field work and
sampling  efforts  which  will  include a first  phase  drilling  program in the
projected  quarry  areas.  The Company  also will  develop mine plan designs and
perform  supporting  environmental  studies  required for the preparation of its
permit  application which the Company  anticipates  submitting to the applicable
regulatory agencies in 2003.

The Company will continue to evaluate the potential for additional  applications
and markets as well as  developing  new  products as it improves its position in
both the established and developing markets.



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.


                                       10
<PAGE>

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.

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

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

In May 1999,  Arisur  defaulted  on a  payment  of  $478,000  due under its loan
agreement with Corporacion  Andina de Fomento ("CAF").  During the first quarter
of 2001, CAF began  foreclosure  proceedings  against Arisur,  and the Company's
participation  in Arisur's  operations  was terminated in March 2001. As further
discussed in the Note 4 to the Consolidated Financial Statements, the investment
in Arisur was deemed to have been effectively abandoned as of January 1, 2001.

During December 2001, the Company took  additional  steps to ensure that any and
all remaining  liabilities  associated with  termination of Arisur's  operations
were  extinguished.  On December 24, 2001,  the Company  transferred  all of the
common stock of Arisur to a Bolivian group, which signed an agreement  releasing
and  indemnifying  the  Company  from  any and all  liabilities  that  could  be
associated with Arisur.


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

As of December 31, 2002, 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, 2002.



                                       11
<PAGE>


                                     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 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 high and low sales
prices for the common stock for each quarterly period are as follows:

                 Year Ended December 31,  Year Ended December 31,
                           2002                    2001
                ------------------------- -----------------------
Quarter Ended      High          Low         High        Low
--------------- ------------- ----------- ----------- -----------
March 31        $   0.15      $  0.10     $   0.20    $  0.10
June 30             0.65         0.10         0.18       0.10
September 30        0.40         0.14         0.21       0.07
December 31         0.28         0.16         0.21       0.04

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.

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

As of March 26,  2003,  there were  approximately  350  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 1480  beneficial  owners of its Common Stock as of that
date.

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

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

General Overview
----------------

On  September  22,  1998,  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,  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,


                                       12
<PAGE>

2000. Final decrees were issued by the Bankruptcy  Court officially  closing the
APMI and AGMI cases on  November 8, 2000 and the Atlas case  effective  December
31, 2001.

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

As a result of the bankruptcy proceedings,  the majority of any remaining claims
against  the  Company  are  unsecured  claims  (the   "Creditors").   Under  the
Reorganization  Plan,  these claims  received  stock  representing  67.5% of the
Reorganized  Company.  In addition,  the  Creditors  could  receive  future cash
distributions  upon the  sale of  certain  assets  of the  Reorganized  Company,
including  the possible  salvaging of the  Company's  Gold Bar mill facility and
related assets  located near Eureka,  Nevada (of which  Creditors  would receive
approximately  45.9% of net  proceeds  after  payment  of  certain  general  and
administration  costs) and the sale of the Company's  Grassy  Mountain  property
located in eastern Oregon (of which Creditors would receive  approximately 65.4%
of net proceeds).

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 remains with the equity holders of the Predecessor Entity,  which ceased
to exist on December 11, 1999 when the Reorganized Company came into existence.

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

In May 1999,  Arisur  defaulted  on a  payment  of  $478,000  due under its loan
agreement with Corporacion  Andina de Fomento ("CAF").  During the first quarter
of 2001, CAF began  foreclosure  proceedings  against Arisur,  and the Company's
participation in Arisur's operations was terminated. As a result of this action,
the investment in Arisur was effectively abandoned as of January 1, 2001.

During the year ended  December 31,  2000,  the Company  recorded an  impairment
charge of $683,000  related to the  Andacaba  mine.  Neither the Company nor its
subsidiaries  have  guaranteed  any  liabilities  of  Arisur.  As a result,  all


                                       13
<PAGE>

revenue,  cost of  operations,  assets  and  liabilities  of  Arisur  have  been
eliminated  from the financial  statements of the Company during 2001 and future
years.

During December 2001, the Company took  additional  steps to ensure that any and
all remaining  liabilities  associated with  termination of Arisur's  operations
were  extinguished.  On December 24, 2001,  the Company  transferred  all of the
common stock of Arisur to a Bolivian group, which signed an agreement  releasing
and  indemnifying  the  Company  from  any and all  liabilities  that  could  be
associated with Arisur.

During 2001 and through April 10, 2002,  the Company  reached  final  settlement
agreements with all insurance carriers  regarding the ongoing CGL 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. 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 accounted for 87% of the production in 2000.

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.

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.
While the Company expects this transaction to occur at a future date, management
believes that in all likelihood  this Option  Agreement will be extended  beyond
March 31, 2003.

The Company  subsequently  assigned the Option Agreement to APMI. Western Gold's
primary asset is the Estrades polymetallic mine located northwest of Val-d'Or in
northwestern  Quebec. The Company is in the process of completing  extensive due
diligence of the Estrades mine.


                                       14
<PAGE>

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 now controls 100% of the voting
stock  of both  APMI and  AGMI.  See Item 7,  Financial  Statements,  Note 7 for
further discussion of this transaction.

In March 2003, the Company merged these two  subsidiaries,  APMI and AGMI,  with
APMI remaining as the surviving entity. As a result of the merger, APMI now 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
as well as the Grassy Mountain  property in Malheur County,  Oregon,  a property
known to host gold mineralization.

Also 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, by the
Company and authorized  management to enter into  negotiations on behalf of APMI
for: 1) the  acquisition of a property in Sonora,  Mexico,  on which both copper
oxide  material  and gold  have been  identified;  and 2) the  acquisition  of a
property   in   Sinoloa,   Mexico,   containing   primarily   zinc  and   silver
mineralization.

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

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

During 2002 working capital decreased  approximately $918,000 from $1,386,000 at
December 31, 2001 to a $468,000 at December 31, 2002.  Cash also  decreased from
$417,000 at December 31, 2001 to $396,000 at December  31,  2002.  The change in
the cash balance from the prior year is due to net proceeds from CGL receivables
and assets  held for sale of  $1,549,000,  which were  reduced by  payments  and
settlements of estimated reorganization liabilities of $712,000, property, plant
and  equipment  additions  primarily  related to White  Cliffs mine of $204,000,
expenditures on deferred  acquisition  costs relating to Estrades of $86,000 and
cash used in operations of $568,000.


                                       15
<PAGE>

During the years  ended  December  31,  2002 and 2001,  the  Company had capital
expenditures of $204,000 and $0, respectively.  The 2002 expenditures  consisted
almost  entirely of the initial  asset  acquisition  of White Cliffs and related
mobile mining equipment.

The Company expects to generate cash adequate to pay general, administrative and
other  operating  expenses  through  the  bankruptcy-mandated  sale  of  certain
remaining  assets (see Item 6. General  Overview).  Assets held for sale include
the Gold Bar mill and  related  assets  (see "Item 2.  Properties,  Gold Bar and
Related  Assets"),  and the Grassy Mountain  property (see "Item 2.  Properties,
Grassy  Mountain  Property").  While the Company is  confident  in the  ultimate
realization of these assets,  it cannot be certain as to the timing or the exact
amount of proceeds that will be received.  The Company believes,  however,  that
cash from such  activities  will be sufficient  to cover its current  operations
through 2003. Additionally,  during the first quarter 2003, the Company was able
to have released from a trust account  $30,000,  which was held pending proof of
compliance  with Canadian tax  authorities.  Should the Company proceed with the
merger  with  Western  Gold  Resources,  Inc. a cash  payment  of  approximately
$100,000  will be required at the time of merger.  The Company  paid  $50,000 in
January  2003 to extend the option  period  through  March 31,  2003.  While the
Company expects this transaction to occur at a future date,  management believes
that in all likelihood  this Option  Agreement will be extended beyond March 31,
2003. It is further  anticipated that up to $100,000 could be required to modify
the mill  operations  at White Cliffs to better  ensure that  specifications  of
existing  products can be  continuously  met and to allow the  production of new
product lines.  Management is continuing to explore  possible  acquisitions  and
business combinations,  although, as of this date, no definitive agreements have
been reached.  In 2003, the Company also entered into a two-year  non-cancelable
lease  commitment  for office  space that expires in January  2005.  Future cash
requirements  for these  activities  will be funded from the sources noted above
and/or   alternative   sources  of  financing   including   loans   against  the
aforementioned   assets,   equity  financing  or  project  financing  as  deemed
necessary.

Recent Accounting Pronouncements
--------------------------------

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

In July 2001, The Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards (SFAS) No. 141, Business  Combinations,  and
SFAS No. 142, Goodwill and Other Intangible  Assets.  SFAS No. 141 requires that
the  purchase  method  of  accounting  be  used  for all  business  combinations
initiated  after June 30, 2001. Use of the  pooling-of-interests  method will be
prohibited after that date. SFAS No. 142 changes the accounting for goodwill and
intangible  assets  with  indefinite  lives  from an  amortization  method to an
impairment-only  approach and requires intangible assets with finite lives to be
amortized  over their useful  lives.  SFAS No. 142 is effective for fiscal years
beginning  after December 15, 2001. The adoption of SFAS No. 141 and No. 142 did
not  have  an  impact  on  the  Company's  financial  condition  or  results  of
operations,  as the Company did not enter into any business  combinations during
the year and has no goodwill or intangible assets with indefinite live.


                                       16
<PAGE>

In June 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations,  which addresses  accounting and financial accounting and reporting
for  obligations  associated  with the retirement of tangible  long-lived  asset
retirement costs. 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 is currently assessing the impact, if any, that SFAS No. 143 may have on
its financial condition or results of operations.

In 2002, the Company adopted SFAS No. 144, Accounting for Impairment or Disposal
of Long-Lived Assets, which addresses accounting and financial reporting for the
impairment or disposal of long-lived assets (which was previously  accounted for
under SFAS No. 121, among other standards). The Company applies this standard in
accounting  for the value of the assets held for sale and the related  estimated
reorganization  liabilities.  In addition,  the impairment  recorded in 2002 was
determined in accordance  with SFAS 144 (which was not  significantly  different
than the impairment that would have been determined under SFAS No.121).

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, 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 entitled to receive a majority of the entity's
residual  returns  or  both.  The  consolidation  requirements  of FIN 46  apply


                                       17
<PAGE>

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.

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

Year Ended December 31, 2002 Compared to the Year Ended December 31, 2001
-------------------------------------------------------------------------

Revenues

During the year ended  December  31,  2002,  the Company  had mining  revenue of
$22,000 from the shipment of  approximately  200 tons of product from  September
through the end of the year 2002,  compared to $0 in the year ended December 31,
2001,  attributable  to the start up of the  White  Cliffs  Mine  (see  "Item 2.
Properties, White Cliffs Mine").

Production Costs and Depreciation, Depletion and Amortization

Production  costs during the year ended December 31, 2002 were $89,000  compared
to $0 for the same period in 2001. These costs include  inefficiencies  incurred
with the mill start-up during the initial  production  phase of the White Cliffs
operation.  Depreciation,  depletion and  amortization  relate  primarily to the
White Cliffs operations and increased to $15,000 in 2002, from $2,000 in 2001.

General and Administrative Expenses

General and  administrative  expenses for the year ended  December 31, 2002 were
$655,000,  which  compares to $289,000  for the year ended  December  31,  2001,
reflecting the Company's efforts to put White Cliffs into production and explore
business  opportunities.  As a result of staff  additions at the Company's White
Cliffs operations and at headquarters, payroll costs and benefits have increased
from $78,000 in 2001 to $219,000 in 2002.  Director fees and expenses  increased
during the year ended  December 31, 2002 by $18,000 over the same period in 2001
due  to  an  increased  number  of  board  meetings,   audit,  compensation  and
independent  committee  meetings due to the additional  activity of the Company.
Insurance  costs were $52,000  during 2002 versus  $25,000 during 2001 primarily
due to an  increase  in  premiums  for  Directors  and  Officers  insurance  and
additional  insurance coverage required for the White Cliffs  operations.  Legal
and accounting  and audit fees decreased  $17,000 during the year ended December
31,  2002 from the same  period in 2001 due to the  absence  of the legal  costs
related  to  the  management  takeover  bid in  2001.  Other  professional  fees
increased  during 2002 by  $138,000  due to the hiring of  contractors  at White
Cliffs during the preoperational stage, hiring of an engineering firm to provide
environmental and permitting work at White Cliffs, and the use of contractors at
headquarters for business  development,  compliance and administrative  support.
The Company also retained the services of a public  relations  firm during 2002.
In 2002 the Company incurred  business  development costs to pursue new business
opportunities  and incurred $13,000 while $0 was incurred in 2001.  Travel costs
also increased  from $9,000 in 2001 to $28,000 in 2002 due to travel  associated
with White Cliffs ($11,000) and travel by management for planning and evaluation
of potential acquisition opportunities.



                                       18
<PAGE>

Other

Interest income was $8,000 for 2002 and $5,000 for 2001. The increase in 2002 is
attributable  to higher  average cash balances due to the  settlement of the CGL
claims.

Interest  expense for the year ended December 31, 2002 was $0 compared to $1,000
for the same period in 2001.

The gain on settlement of CGL claims was $66,000 in 2002 versus $455,000 in 2001
due to the signed settlements from all outstanding  insurance carriers regarding
the  ongoing  CGL Claims  litigation.  The gains  arose as the  anticipated  net
proceeds from the settlements  exceeded the carrying value of the CGL claims and
the related estimated reorganization liabilities.

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. During
2001 the Company recorded a $13,000  impairment of assets held for sale relating
to Gold Bar.  The  impairment  charge was the net result of reducing  the assets
held for sale by $100,000 and the related estimated  reorganization  liabilities
by $87,000.

Other  income of $300,000 was  recognized  during 2002 due to the receipt of the
non-refundable  option payment from Seabridge that is not to be applied  against
the future purchase price of the assets held for sale at Grassy Mountain.

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


                                       19
<PAGE>

estimates,  including estimates related to impairment of assets and the carrying
amount of the  reorganization  liabilities.  The Company  bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances.  This forms the basis for making judgments
about the  carrying  values  of  assets  and  liabilities  that are not  readily
apparent  from other  sources.  Actual  results may differ from these  estimates
under different assumptions or conditions.

Management  believes the most critical accounting policies include those related
to impairment of assets held for sale and the CGL Claims,  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.  As
discussed  above,  during 2000,  the Company  recognized an  impairment  loss of
$683,000 related to the Andacaba mine that was effectively  abandoned in January
2001.  During 2001,  management  determined the assets held for sale relating to
Gold Bar to be  impaired  due to the  declining  equipment  sales  from the mill
facility and reduced the carrying value of these assets by $100,000.  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.  In addition,  the  Creditors  could  receive  future cash
distributions  upon the  sale of  certain  assets  of the  Reorganized  Company,
including  the possible  salvaging of the  Company's  Gold Bar mill facility and
related assets  located near Eureka,  Nevada (of which  Creditors  would receive
approximately  45.9% of net  proceeds  after  payment  of  certain  general  and
administration  costs) and the sale of the Company's  Grassy  Mountain  property
located in eastern Oregon (of which Creditors would receive  approximately 65.4%
of net proceeds).



                                       20
<PAGE>

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

Index to Financial Statements

                                                                           Page

        Independent Auditors' Report                                        22

        Consolidated Statements of Operations for the Years Ended
           December 31, 2002 and 2001                                       23

        Consolidated Balance Sheet as of December 31, 2002                  24

        Consolidated Statements of Stockholders' Equity for the Years
           Ended December 31, 2002 and 2001                                 25

        Consolidated Statements of Cash Flows for the Years Ended
           December 31, 2002 and 2001                                       26

        Notes to Consolidated Financial Statements                       27 - 40




                                       21
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Atlas Minerals Inc.


We have audited the  accompanying  consolidated  balance sheet of Atlas Minerals
Inc.  and  subsidiaries  as of December  31,  2002 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,  2002.  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 of  America.  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, 2002, and the results of their  operations
and their cash flows for each of the years in the two-year period ended December
31, 2002 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

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

Horwath Gelfond Hochstadt Pangburn, P.C.


Denver, Colorado
March 20, 2003



                                       22
<PAGE>
<TABLE>
<CAPTION>


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

                                                                       For Years Ended December 31,
                                                                           2002            2001
--------------------------------------------------------------------   ------------    ------------
<S>                                                                    <C>             <C>
Mining revenue                                                         $         22    $          -
--------------------------------------------------------------------   ------------    ------------
Costs and expenses:
   Production costs                                                              89               -
   Depreciation, depletion and amortization                                      15               2
   General and administrative expenses                                          655             289
--------------------------------------------------------------------   ------------    ------------
      Gross operating loss                                                     (737)           (291)
--------------------------------------------------------------------   ------------    ------------
Other (income) and expense:
   Interest expense                                                               -               1
   Interest income                                                               (8)             (5)
   Gain from settlement of CGL claims (Note 12)                                 (66)           (455)
   Impairment of assets held for sale (Note 12)                                  74              13
   Other income, net                                                           (300)             (1)
--------------------------------------------------------------------   ------------    ------------
      Income (loss) before  income taxes                                       (437)            156
Provision for income taxes (Note 17)                                              -               -
--------------------------------------------------------------------   ------------    ------------
      Net income (loss)                                                $       (437)   $        156
====================================================================   ============    ============
Basic and diluted income (loss) per share of common stock (Note 16):   $       (.07)   $        .03
--------------------------------------------------------------------   ------------    ------------

         See accompanying notes

</TABLE>

                                                 23
<PAGE>
<TABLE>
<CAPTION>


                                      Atlas Minerals Inc.
                                  Consolidated Balance Sheet
                                        (In thousands)

                                                                                   December 31,
                                                                                       2002
---------------------------------------------------------------------------------------------
<S>                                                                               <C>
Assets
   Current assets:
     Cash and cash equivalents                                                     $   396
     Trade and other accounts receivable                                                25
     Inventories (Note 5)                                                               45
     Prepaid expenses and other current assets                                          21
     Assets held for sale (Notes 2 and 12)                                             580
---------------------------------------------------------------------------------------------
         Total current assets                                                        1,067
---------------------------------------------------------------------------------------------
   Property, plant and equipment (Note 7)                                              210
   Less:  Accumulated depreciation, depletion and amortization                         (19)
---------------------------------------------------------------------------------------------
                                                                                       191
   Other assets                                                                          4
   Restricted cash equivalents and securities (Note 12)                                 45
   Deferred acquisition costs  (Note 8)                                                 86
   Assets held for sale  (Notes 2 and 12)                                              413
---------------------------------------------------------------------------------------------
                                                                                   $ 1,806
=============================================================================================

Liabilities
   Current liabilities:
     Trade accounts payable                                                        $   149
     Accrued liabilities                                                                44
     Estimated reorganization liabilities (Note 2)                                     406
---------------------------------------------------------------------------------------------
        Total current liabilities                                                      599
---------------------------------------------------------------------------------------------
   Estimated reorganization liabilities (Note 2)                                        12
   Deferred gain (Note 9)                                                               44
   Other liabilities, long-term                                                        129
---------------------------------------------------------------------------------------------
        Total long-term liabilities                                                    185
---------------------------------------------------------------------------------------------
        Total liabilities                                                              784
---------------------------------------------------------------------------------------------

Commitments and contingencies (Note 14)

Stockholders' equity (Notes 2, 10 and 11)
   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, 5,915,000                                     59
   Capital in excess of par value                                                    2,980
   Deficit                                                                          (2,017)
---------------------------------------------------------------------------------------------
     Total stockholders' equity                                                      1,022
---------------------------------------------------------------------------------------------
                                                                                   $ 1,806
=============================================================================================

See accompanying notes
</TABLE>
                                       24
<PAGE>
<TABLE>
<CAPTION>


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

                                                                Capital in
                                      Common         Common     excess of
                                      shares         stock      par value        Deficit         Total
---------------------------------- -------------  ------------- ------------- -------------- -------------
<S>                                <C>            <C>           <C>           <C>            <C>
Balance at January 1, 2001              6,064     $       61    $    2,999    $    (1,736)   $   1,324
Shares voided                              (2)                                                       -
Current period income                                                                 156          156
---------------------------------- -------------  ------------- ------------- -------------- -------------
Balance at December 31, 2001            6,062             61         2,999         (1,580)       1,480
Shares repurchased and cancelled         (147)            (2)          (19)                        (21)
Current period loss                                                                  (437)        (437)
---------------------------------- -------------  ------------- ------------- -------------- -------------
Balance December 31, 2002               5,915     $       59    $    2,980    $    (2,017)   $   1,022
================================== =============  ============= ============= ============== =============

See accompanying notes

                                                     25
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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


                                                                             For Years Ended December 31,
                                                                                   2002         2001
--------------------------------------------------------------------------------------------------------
<S>                                                                           <C>           <C>
Operating activities:
   Net income (loss)                                                              $  (437)   $   156
     Adjustments to reconcile net income (loss) to net cash used
       in operations (Note 13)                                                         23         15
     Changes in operating assets and liabilities (Note 13)                           (154)      (583)
-----------------------------------------------------------------------------------------------------
   Net cash used in operations                                                       (568)      (412)
-----------------------------------------------------------------------------------------------------

Investing activities:
   Additions to property, plant and equipment                                        (204)         -
   Investment in CGL claims receivable                                                (24)       (55)
   Investment in assets held for sale                                                (126)      (117)
   Settlement of estimated reorganization liabilities                                 (59)         -
   Deferred acquisition costs                                                         (86)         -
   Proceeds from settlement of CGL receivable                                       1,639        710
   Proceeds from assets held for sale                                                  60        238
   Reduction in cash resulting from abandonment of Arisur (Note 13)                     -         (6)
   Proceeds from sale of equipment and reduction in other assets                        -          1
-----------------------------------------------------------------------------------------------------
       Net cash provided by  investing activities                                   1,200        771
-----------------------------------------------------------------------------------------------------

Financing activities:
   Payment of estimated reorganization liabilities                                   (653)       (61)
-----------------------------------------------------------------------------------------------------
       Net cash used in financing activities                                         (653)       (61)
-----------------------------------------------------------------------------------------------------

       Increase (decrease) in cash and cash equivalents                               (21)       298

Cash and cash equivalents at beginning of period                                      417        119
-----------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                                        $   396    $   417
====================================================================================================


See accompanying notes


</TABLE>


                                                 26

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

Principles of Consolidation - The accompanying consolidated financial statements
include the accounts of Atlas Minerals Inc.  ("Atlas") and its  subsidiaries  as
follows:  Atlas  Precious  Metals  Inc.  ("APMI")  (approximately  85%  owned at
December 31, 2001 and 96% owned at December 31, 2002),  which in turn owns Atlas
Gold Mining Inc. ("AGMI")  (approximately 63% owned at December 31, 2001 and 96%
owned at December 31, 2002) and as of July 2002,  White Cliffs  Mining,  Inc., a
wholly-owned  subsidiary  in which the White  Cliffs  property  is held (Note 3)
(collectively  the  "Company").   All   inter-company   transactions  have  been
eliminated.  Prior to December 11, 1999, the date of confirmation of its plan of
reorganization under the U.S. Bankruptcy Code (Note 2), APMI was wholly-owned by
Atlas which in turn owned 100% of AGMI (the "Predecessor Entity"). References to
the Predecessor  Entity  throughout the financial  statements refer to Atlas and
its  subsidiaries  prior to December 11, 1999 and references to the  Reorganized
Company refer to Atlas and its subsidiaries from and after December 12, 1999.

Assets Held For Sale - Assets held for sale  consist of the  Company's  Gold Bar
mill facility and equipment and the Grassy Mountain mining property. At the date
that the Plan of  Reorganization  was  confirmed,  these  assets  were stated at
reorganization  values  (Note 2) and  subsequently  are reported at the lower of
this carrying  amount or fair value less costs to sell.  The current  portion of
assets held for sale is based on Management's  estimates of the amounts that are
reasonably  expected to be realized  during the next twelve months.  The amounts
the Company  will  ultimately  realize  (and the periods of  realization)  could
differ  materially in the near term from the recorded carrying amounts (and from
the  periods of  realization  assumed).  Assets held for sale are not subject to
depreciation  under SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived Assets."

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 assets held for sale and
property,  plant and equipment for impairment when circumstances  warrant such a
review.

Generally, assets to be used in operations are considered impaired if the sum of
expected  undiscounted  future  cash  flows is less  than the  assets'  carrying
values. If impairment is indicated, the loss is measured based on the amounts by
which the assets'  carrying  values exceed their fair values.  During 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  (Note 12).  During  2001,  the  Company  incurred a $13,000
impairment  charge  related to the  assets  held for sale by Gold Bar (Note 12).


                                       27
<PAGE>

Generally,  assets  to be  disposed  of are  considered  impaired  if the sum of
expected  undiscounted future cash flows, less costs to sell or realize, is less
than the assets'  carrying  values.  If  impairment  is  indicated,  the loss is
measured by the amount by which the assets'  carrying  values  exceed their fair
values less costs to sell or realize.  Revisions in estimates of fair value less
costs to sell or realize are reported as adjustments  to the carrying  amount of
an asset to be disposed of,  provided that the carrying amount of the asset does
not  exceed  the  reorganization  value  of the  asset.  Based  on  its  review,
Management  does not believe that there has been any  significant  impairment of
the carrying amounts of assets to be disposed of at December 31, 2002.

Estimated  Reorganization  Liabilities  - Estimated  reorganization  liabilities
represent  amounts  that are due to the  creditors  of the  Predecessor  Entity.
Generally, the estimated  reorganization  liabilities are equal to approximately
54% and 65% of the  expected  proceeds  from the sale of the Gold Bar and Grassy
Mountain  assets,  respectively.  The estimated  reorganization  liabilities are
non-interest  bearing  and  payable as the Company  realizes  proceeds  from the
underlying assets. At the date the Plan of Reorganization  was confirmed,  these
liabilities were stated at estimated  present values of amounts to be paid (Note
2) and  subsequently  are adjusted for payments  made to the  creditors  and any
adjustments made to the carrying amounts of the underlying  assets.  The current
portion of the estimated  reorganization  liabilities  is based on  Management's
estimates of the amounts that are reasonably expected to be paid during the next
twelve months.  The amounts the Company will  ultimately pay (and the periods in
which these amounts will be paid) could differ  materially in the near term from
the recorded  carrying  amount (and from the periods in which these amounts were
estimated to be paid at the date of reorganization).

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

Mining  Revenue - Revenues  on  diatomaceous  earth are  recorded at the time of
shipment.  During  2002 White  Cliffs  sold all of its  diatomaceous  earth 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 17 to the  consolidated  financial
statements.

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

Earnings  per Share - Basic  income  (loss) per share is  computed  by  dividing
income (loss) applicable to common shareholders by the  weighted-average  number
of common shares  outstanding  for the period.  Diluted  income (loss) per share
reflects the  potential  dilution  that could occur if dilutive  securities  and
other  contracts to issue common stock were  exercised or converted  into common
stock or  resulted  in the  issuance  of common  stock  that then  shared in the
earnings  of the  Company,  unless  the  effect is to reduce a loss or  increase
earnings per share. The Company had no potential common stock instruments, which
would  result in  diluted  loss per share in 2002.  During  2001,  the impact of


                                       28
<PAGE>

potential  dilutive  securities did not result in a change to basic earnings per
share. At December 31, 2002 and 2001, the total number of common shares issuable
under the exercise of outstanding options was 725,000 and 600,000, respectively.

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

Environmental  Remediation  Liabilities - The Company accounts for environmental
remediation   liabilities  under  Statement  of  Position  96-1   "Environmental
Remediation   Liabilities",   which   requires  the  accrual  of   environmental
remediation  liabilities  when the  criteria  for SFAS  No.  5  "Accounting  for
Contingencies"  are met. As of December 31, 2002  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 2002 and 2001, the
Company had no items of comprehensive income.

Derivative Instruments - In June 1998, the FASB issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities". This statement as amended by
SFAS No.  137 is  effective  for fiscal  years  beginning  after June 15,  2000.
Currently,  the Company does not have any derivative  financial  instruments and
does not participate in hedging activities. Therefore, SFAS No. 133 did not have
an impact on its financial position or results of operations for 2002.

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

Business  Combinations - In July 2001,  the FASB issued SFAS No. 141,  "Business
Combinations".  SFAS No. 141 requires that the purchase  method of accounting be
used for all business  combinations  initiated  after June 30, 2001.  Use of the
pooling-of-interests  method is prohibited after that date. The adoption of SFAS
No. 141 has not had a significant  impact on the financial  condition or results
of operations as the Company had no business combinations in 2001 or 2002.

Goodwill and Other  Intangible  Assets - In July 2001,  the FASB issued SFAS No.
142, "Goodwill and Other Intangible Assets". SFAS No. 142 changes the accounting
for goodwill and intangible  assets with  indefinite  lives from an amortization
method to an impairment-only approach and requires intangible assets with finite
lives to be amortized over their useful lives.  Thus,  amortization  of goodwill
and  intangible  assets with  indefinite  lives will cease upon  adoption of the


                                       29
<PAGE>

statement.  SFAS 142 is required to be applied to fiscal years  beginning  after
December 15, 2001. The adoption of SFAS No. 142 has not had a significant impact
on its  financial  condition  or  results of  operation  as the  Company  has no
goodwill or other intangible assets with indefinite lives at December 31, 2002.

Accounting  for  Impairment  or Disposal  of  Long-Lived  Assets - In 2002,  the
Company  adopted  SFAS  No.  144,  Accounting  for  Impairment  or  Disposal  of
Long-Lived Assets,  which addresses  accounting and financial  reporting for the
impairment or disposal of long-lived assets (which was previously  accounted for
under SFAS No. 121, among other standards). The Company applies this standard in
accounting  for the value of the assets held for sale and the related  estimated
reorganization  liabilities. In addition, the impairment recorded by the Company
during  2002 was in  accordance  with  SFAS  144  (which  was not  significantly
different than the impairment that would have been determined under SFAS No. 12.

Accounting for Asset Retirement Obligations - In June 2001, the FASB issued SFAS
No. 143, Accounting for Asset Retirement Obligations, which addresses accounting
and  financial  accounting  and reporting for  obligations  associated  with the
retirement  of  tangible  long-lived  asset  retirement  costs.  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 is  currently
assessing  the  impact,  if any,  that  SFAS No.  143 may have on its  financial
condition or results of operations.

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

Stock-Based   Compensation   -  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.

Other 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


                                       30
<PAGE>

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, the Financial  Accounting  Standards Board ("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.

2. REORGANIZATION

In  September  1998,  the  Predecessor  Entity filed a petition for relief under
Chapter 11 of the federal  bankruptcy laws in the United States Bankruptcy Court
of the District of Colorado (the  "Court").  On January 26, 1999,  APMI and AGMI
also filed for relief under Chapter 11. The Company's other  subsidiary;  Arisur
did not file for Chapter 11 protection.  Under a plan of reorganization approved
by the Court on December 11, 1999 (the "Reorganization Plan"),  primarily all of
Atlas',  APMI's,  and AGMI's  liabilities  were discharged for  consideration of
stock in the Reorganized  Company and contingent cash  distributions  to be made
upon the sale/realization of certain assets of the Reorganized Company. Arisur's
liabilities  were not affected by the  reorganization.  Approximately  5,154,000
shares of common stock were issued in connection  with the  Reorganization  Plan
resulting in 5,915,000 shares outstanding at December 31, 2002.

As a result of the bankruptcy proceedings,  the majority of any remaining claims
against  the  Company  are  unsecured  claims  (the   "Creditors").   Under  the
Reorganization  Plan,  these claims  received  stock  representing  67.5% of the
Reorganized  Company.  In addition,  the  Creditors  could  receive  future cash
distributions  upon the  sale of  certain  assets  of the  Reorganized  Company,
including  the possible  salvaging of the  Company's  Gold Bar mill facility and


                                       31
<PAGE>

related assets  located near Eureka,  Nevada (of which  Creditors  would receive
approximately  45.9% of net  proceeds  after  payment  of  certain  general  and
administration  costs) and the sale of the Company's  Grassy  Mountain  property
located in eastern Oregon (of which Creditors would receive  approximately 65.4%
of net proceeds).

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

3. 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 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
50,000 tons of finished product.  Currently, there are approximately 32,000 tons
of diatomite  mineralization  permitted  for mining.  The property was purchased
from  Arimetco,  Inc.,  of which the  Company's  Chairman  and  Chief  Executive
Officer, is President.

4.   BOLIVIAN OPERATIONS

In May 1999,  Arisur  defaulted on a payment due under its loan  agreement  with
Corporacion  Andina de Fomento  ("CAF").  During the first quarter of 2001,  CAF
began foreclosure  proceedings against Arisur and the Company's participation in
Arisur's  operations was terminated and the investment in Arisur was effectively
abandoned as of January 1, 2001. As a result,  all revenue,  cost of operations,
assets  and  liabilities  of Arisur  have  been  eliminated  from the  financial
statements of the Company during 2001 and future years.

5.   INVENTORIES

Inventories consisted of the following at December 31, 2002:
--------------------------------------------------------------- ----------------
(In thousands)
--------------------------------------------------------------- ----------------
Stockpiled ore                                                  $         30
Bagged diatomaceous earth                                                 12
Materials and supplies                                                     3
                                                                ----------------
                                                                $         45
                                                                ================

6.   FINANCIAL INSTRUMENTS

Financial instruments consisted of the following at December 31, 2002:

                                                         Carrying
(In thousands)                                             Value     Fair Value
------------------------------------------------------- ----------- -----------
Assets
     Short-term assets                                  $      421  $     421

Liabilities
     Short-term liabilities                                    599        599
      Estimated reorganization liabilities, long-term           12         (1)


                                       32
<PAGE>

Short-Term Assets and Liabilities:  The fair value of cash and cash equivalents,
accounts receivable,  accounts payable, other accrued liabilities and short-term
estimated  reorganization  liabilities  approximates their carrying value due to
the short-term nature of these instruments.

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

7.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at December 31, 2002:

<TABLE>
<CAPTION>

                                 Acquisition    Accumulated Depreciation,
(In thousands)                   Costs          Depletion & Amortization      Net Book Value
--------------                   -----          ------------------------      --------------
<S>                              <C>            <C>                           <C>
Mineral property                 $       25     $                      -      $         25
Milling facility                         21                           (1)               20
Mobile mining equipment                 154                          (12)              142
Furniture and office equipment           10                           (6)                4
                                 ---------------------------------------------------------
    Total                        $      210     $                    (19)     $        191
                                 ==========     =========================     ============
</TABLE>

8.   DEFERRED ACQUISITION COSTS

In September 2002, the Company signed a 120-day  exclusive  option  agreement to
acquire  100% of the  outstanding  shares of Western Gold  Resources,  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  transferred  all rights under the option
to APMI. At this time the Company paid an additional  $50,000 to keep the option
period open. During the option period, the Company will be conducting  extensive
due  diligence of the property and is seeking  financing for the project as will
be required should the Company exercise the option and proceed with development.

Assuming  positive  results from the due  diligence  and approval from the Board
and, as required, by the Company's shareholders,  the Company would subsequently
merge with  Western  Gold  Resources.  The Board has  approved  the terms of the
merger,  which contemplates the issuance of 1.2 common shares of the Company for
each  share  of  Western   Gold,   payment  of  $100,000  in  cash,   and  other
considerations.  Western Gold has  outstanding  11,550,000  shares.  The primary
shareholder of Western Gold Resources is the Company's Chief Executive  Officer.
The Company has spent  $86,000 as of December  31, 2002 in deferred  acquisition
costs relating to this option agreement.  Should the Company exercise the option
agreement,  the related deferred acquisition costs will be added to the purchase
price and allocated to the assets acquired. If the Company does not exercise the
option agreement, the deferred acquisition costs will be expensed.

9.   DEFERRED GAIN

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



                                       33
<PAGE>

under  APMI's  and  AGMI's  2000  bankruptcy  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.  The common  stock owned by PBGC  consisted  of 133 common
share of APMI  (11.41% of  outstanding  shares)  and 391  common  shares of AGMI
(25.78% of outstanding  shares).  The common stock owned by US Fire consisted of
98 common  shares of AGMI (6.31% of the  outstanding  shares).  The common stock
owned by Newmont  consisted of 23 shares of APMI (1.99% of outstanding  shares).
Under the bankruptcy  reorganization plan, APMI and AGMI are to sell the "assets
held for sale" and  distribute  the  related  proceeds  to their  creditors.  At
December 31, 2002,  APMI and AGMI have no other assets.  Therefore,  the Company
believes  that the common  stock  acquired  from PBGC,  US Fire and  Newmont has
little to no fair value as of December  31, 2002 and the Company  allocated  the
$59,000 cash paid to the effective  settlement  of the estimated  reorganization
liabilities.  The carrying  value of PBGC, US Fire and Newmont's  portion of the
estimated reorganization liabilities was approximately $103,000. The Company has
deferred the $44,000  settlement  gain because the ultimate  realization  of the
gain is not assured  until APMI and AGMI sell their  assets and  distribute  the
proceeds, which management expects to occur over the next several years.

10.  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. No options were exercised or forfeited during 2002 or 2001.

During the year ended  December 31, 2002,  stock options for 125,000 shares have
been 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.

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

Net loss, as reported               $  437,000
Net loss, pro forma                 $  463,000
Net loss per share, as reported     $     0.07
Net loss per share, pro forma       $     0.08



                                       34
<PAGE>

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

A summary of the status of the  Company's  stock options as of December 31, 2002
and 2001, and changes during the years then ended, is presented below:

<TABLE>
<CAPTION>

                                             2002                           2001
                                  ----------------------------   ---------------------------
                                                  Weighted-                     Weighted-
                                                   average                       average
                                    Shares         exercise        Shares        exercise
                                                    price                         price
                                  ----------    --------------   -----------    ------------
<S>                               <C>           <C>              <C>            <C>
Outstanding, beginning of year      600,000     $     0.12               -      $        -
                                                ==============                  ============
Granted                             125,000     $     0.21         600,000      $     0.12
                                                ==============                  ============
Exercised                                 -                              -
Forfeited                                 -                              -
                                  ----------                     -----------
Outstanding, end of the year        725,000     $     0.13         600,000      $     0.12
                                  ==========    ==============   ===========    ============
Options exercisable at year end     725,000     $     0.13         600,000      $     0.12
                                  ==========    ==============   ===========    ============
</TABLE>

The following table summarizes information about options outstanding at December
31, 2002:

                                                           Weighted-average
        Exercise                   Number                     remaining
         price                   outstanding               contractual life
 -----------------------     --------------------      ------------------------
       $  0.09                      100,000                   8.8 years
       $  0.12                      500,000                   8.7 years
       $  0.21                      125,000                   4.6 years

11.  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.

During  2002  the  Company  effectively   cancelled  146,415  common  shares  it
repurchased from TRW, Inc. (Note 14).

12.  DETAILS OF CERTAIN BALANCE SHEET CAPTIONS

A summary of assets held for sale at December 31, 2002 is as follows:

(In thousands)
---------------------------------------------------------- ------------------
     Gold Bar mill facility and other assets               $            413
     Grassy Mountain property                                           580
                                                           ------------------
                                                           $            993
                                                           ==================

     Current portion                                       $            580
     Long-term portion                                                  413
                                                           ------------------
                                                           $            993
                                                           ==================


                                       35
<PAGE>

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.

A summary of restricted cash and securities at December 31, 2002 is as follows:

(In thousands)
--------------------------------------------------------------

Collateral for a reclamation bond (1)         $            45
                                              ================

(1)  Securing performance bond relating to White Cliff's reclamation obligation.


13.  DETAILS OF CERTAIN STATEMENTS OF CASH FLOWS CAPTIONS

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


<TABLE>
<CAPTION>

                                                      For Years Ended December 31,
(In thousands)                                             2002          2001
---------------------------------------------------- -------------- -------------
<S>                                                  <C>            <C>
Depreciation, depletion and amortization             $         15   $         2
Gain from CGL claims                                          (66)            -
Impairment of assets held for sale                             74            13
                                                     -------------- -------------
                                                     $         23   $        15
                                                     ============== =============
Increase in trade/other accounts receivable          $        (25)  $        -
Increase in inventories                                       (45)           -
Increase in prepaid expense and other current assets          (16)        (922)
Increase in other assets and restricted cash                  (44)           -
Increase (decrease) in trade accounts payable                  10          (89)
Decrease in accrued liabilities                               (27)           -
Increase in estimated reorganization liabilities                6          443
Decrease in other liabilities, long-term                      (13)         (15)
                                                     -------------- -------------
                                                     $       (154)  $     (583)
                                                     ============== =============
</TABLE>



                                       36
<PAGE>

During 2001, the Company abandoned its investment in Arisur (Note 4).

Assets abandoned:                                                    (thousands)
--------------------------------------------------------------------------------
      Current assets, net of cash and cash equivalents                 $2,517
      Property, plant and equipment, net                                3,601
      Long-lived assets                                                    17
                                                                       ------
                                                                        6,135
                                                                       ------
Liabilities abandoned:
      Current liabilities                                               5,710
      Long-term liabilities                                               431
                                                                       ------
                                                                        6,141
                                                                       ------
      Cash and cash equivalents abandoned                              $    6
                                                                       ======

Net cash required for operating  activities  reflects cash payments for interest
and income taxes as follows:
                                                         For the years ended
                                                             December 31,
(In thousands)                                          2002             2001
--------------------------------------------------------------------------------

Interest                                            $        -      $        1
Income taxes                                                 -               -

14.  COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

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

On February 5, 2001, the Court granted a partial summary  judgment,  in favor of
Atlas,  discharging  $411,000 of the $534,000 TRW claim. The remaining claim for
$123,000,  which  represents  TRW's estimate of future response cost obligations


                                       37
<PAGE>

under the Decree,  was still  pending  before the Court until  October  2001. In
October 2001, the Bankruptcy Court approved a settlement between the Company and
TRW under which the Company agreed to repurchase  146,415 shares of common stock
owned by TRW for  $30,000  payable in three  equal  installments.  The first and
second  installments  were  paid  to TRW  in  October  2001  and  January  2002,
respectively  and the final  payment  was made in July 2002.  At the time of the
final  payment,  TRW  transferred  ownership of its shares to the  Company.  The
Company cancelled the shares during August 2002.

Other Commitments

During 2002 and 2001 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 with a third party,  that
expires in January 2005. Future minimum lease payments related to this lease are
as follows:

For the years ended December 31:                                 (thousands)
      2003                                                     $        26,437
      2004                                                              28,840
      2005                                                               2,403
                                                               -----------------

                                                                       $57,680
                                                               -----------------

Amounts  charged to rent expense for the years ended  December 31, 2002 and 2001
were $15,000 and $7,000, respectively.

15.  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.

16.  INCOME (LOSS) PER SHARE

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

                                                  For Years Ended December 31,
(In thousands, except per share data)              2002                2001
--------------------------------------------------------------------------------
Numerator:
  Income (loss) from continuing operations     $         (437)   $          156
                                               --------------    --------------

Denominator:
Basic
  Weighted average shares outstanding                   6,000             6,062
                                               ==============    ==============
Diluted
  Weighted average shares outstanding (1)               6,000             6,138

Basic and diluted income (loss) per share      $        (0.07)   $         0.03
                                               ==============    ==============

(1)  Outstanding  options are not included in the 2002  calculation  because the
     effect would be to reduce the loss per share.


                                       38
<PAGE>

17.  INCOME TAXES

The Company had no provision  for income taxes for the years ended  December 31,
2002 and 2001.

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, 2002 balance
sheet include the following components:

(In thousands)
--------------------------------------------------------------------------------
Deferred tax assets:
     Net operating loss ("NOL") carryovers                             $  8,299
     Capital loss ("CL") carryovers                                       5,601
     Post retirement benefit accrual                                         55
     Reorganization expenses                                                234
     Depreciation, depletion and amortization                             2,924
                                                                       --------
Total deferred tax assets                                                17,113
Deferred tax asset valuation allowance                                  (17,113)
Net deferred tax assets                                                $      -
                                                                       ========

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

                                                    For Years Ended December 31,
(In thousands)                                      2002           2001
--------------------------------------------------------------------------------
Valuation allowance, beginning of period            $ 17,517       $ 19,418
Continuing operations                                    151            (54)
Restriction of carryforwards                            (554)        (1,846)
Other                                                     (1)            (1)
                                                    --------       --------
                                                    $ 17,113       $ 17,517
                                                    ========       ========

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

                                                    For Years Ended December 31,
(In thousands)                                           2002           2001
--------------------------------------------------------------------------------
Income tax at statutory rates                        $      151    $       54
Increase (decrease) in deferred
    tax asset valuation allowance                          (151)          (54)
                                                     ----------    ----------
Income tax expense                                   $        -    $        -
                                                     ==========    ==========

At December  31, 2002 the Company has unused U.S. CL  carryovers  of  $4,127,000
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  through  2022.  Unused U.S.  NOL  carryovers  at
December 31, 2002 are as follows:



                                       39
<PAGE>

Expiring in year ending December 31 (in thousands)
-------------------------------------------------------------- -----------------
      2002                                                     $          4,127
      2003                                                                2,050
      2004                                                                5,368
      2005                                                                5,037
      Later years                                                        57,333
                                                               -----------------
                                                               $         73,915
                                                               =================

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


                    ________________________________________


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

Not Applicable.





                                       40
<PAGE>



                                    PART III


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

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

ITEM 10. EXECUTIVE COMPENSATION
         ----------------------

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

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




                                       41
<PAGE>
<TABLE>
<CAPTION>

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

(a)      Exhibits:

Exhibit
Number                             Exhibit
----------- --------------------------------------------------------------------------------------------- ------
<S>         <C>                                                                                           <C>
  2.1       Atlas Corporation's second amended plan of reorganization                                       (1)
----------- --------------------------------------------------------------------------------------------- ------
  2.2       Atlas Precious Metals Inc.'s second amended plan of reorganization                              (1)
----------- --------------------------------------------------------------------------------------------- ------
  2.3       Atlas Gold Mining Inc.'s revised second amended plan of reorganization                          (1)
----------- --------------------------------------------------------------------------------------------- ------
  3.1       Articles of Incorporation of Atlas Minerals Inc. dated February 3, 2000                         (1)
----------- --------------------------------------------------------------------------------------------- ------
  3.2       Bylaws of Atlas Minerals Inc. dated February 10, 2000                                           (2)
----------- --------------------------------------------------------------------------------------------- ------
10.1        Moab Utah Millsite Transfer Agreement dated April 28, 1999 between Atlas Corporation, the       (3)
            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       (4)
            Inc. and Atlas Precious Metals Inc.
----------- --------------------------------------------------------------------------------------------- ------
10.6        Option Agreement among Seabridge Resources Inc., Newco, Atlas Precious Metals Inc. and          (5)
            Atlas Minerals Inc. effective February 14, 2000
----------- --------------------------------------------------------------------------------------------- ------
10.7        First Amendment to Option Agreement effective December 31, 2000, by and among Atlas             (5)
            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       (6)
            Metals Inc, Atlas Minerals Inc., Seabridge Resources Inc., and Newco
----------- --------------------------------------------------------------------------------------------- ------
10.9        Stock Option Plan dated September 7, 2001                                                       (6)
----------- --------------------------------------------------------------------------------------------- ------
10.10       Form of Stock Option Agreement between the Company and the Optionees                            (6)
----------- --------------------------------------------------------------------------------------------- ------
10.11       Third Amendment to Option Agreement effective December 20, 2002, by and among Atlas             (7)
            Precious Metals Inc, Atlas Minerals Inc., and Seabridge Gold Inc.
----------- --------------------------------------------------------------------------------------------- ------
21.0        Subsidiaries of the Company                                                                     (2)
----------- --------------------------------------------------------------------------------------------- ------
99.1        Certification Of Chief Executive Officer Pursuant To Rule 13a-14 Or 15d-14 Of The               (7)
            Securities Exchange Act Of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley
            Act Of 2002
----------- --------------------------------------------------------------------------------------------- ------
99.2        Certification Of President And Chief Financial Officer Pursuant To Rule 13a-14 Or 15d-14 Of     (7)
            The Securities Exchange Act Of 1934, As Adopted Pursuant To Section 302 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.
(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)  Filed herewith and attached to this Form 10-KSB.
</TABLE>
                                       42
<PAGE>


(b)      No reports on Form 8-K were filed during the fourth quarter of 2002.

ITEM 14. 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.


SIGNATURES

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

ATLAS MINERALS INC.

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

Date:    March 26, 2003

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



                                       43
<PAGE>

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                            March 26, 2003
         -----------------------------------------------
Title:   Chairman, Chief Executive Officer, Secretary
          and Director

By:      /s/ Gerald E. Davis                              March 26, 2003
         -----------------------------------------------
Title:   President, Chief Financial Officer and Director

By:      /s/ Douglas R. Cook                              March 26, 2003
         -----------------------------------------------
Title:   Director

By:      /s/ David A. Groshoff                            March 26, 2003
         -----------------------------------------------
Title:   Director

By:      /s/ Robert L. Miller                             March 26, 2003
         -----------------------------------------------
Title:   Director


                                       44
<PAGE>


   CERTIFICATION OF CHIEF EXECUTIVE 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

I, H.R. (Roy) Shipes, certify that:

     1.   I have reviewed  this annual  report on Form 10-KSB of Atlas  Minerals
          Inc.;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report.

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated subsidiaries,  is made known to us during the period
               in which this annual report is being prepared;
          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report; and
          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of that date;

     5.   The registrant's  other certifying officer and I have disclosed to the
          registrant's auditors and the audit committee of registrant's board of
          directors (or persons performing the equivalent function):
          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and
          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          annual  report  whether  or not  there  were  significant  changes  in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  March 26, 2003
                              /s/ H.R. (Roy) Shipes
                              -----------------------
                                H.R. (Roy) Shipes
                                Chief Executive Officer

                                       45
<PAGE>


       CERTIFICATION OF PRESIDENT 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


I, Gerald E. Davis, certify that:

     1.   I have reviewed  this annual  report on Form 10-KSB of Atlas  Minerals
          Inc.;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report.

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated subsidiaries,  is made known to us during the period
               in which this annual report is being prepared;
          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report; and
          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of that date;

     5.   The registrant's  other certifying officer and I have disclosed to the
          registrant's auditors and the audit committee of registrant's board of
          directors (or persons performing the equivalent function):
          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and
          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          annual  report  whether  or not  there  were  significant  changes  in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  March 26, 2003
                               /s/ Gerald E. Davis
                               ----------------------
                               Gerald E. Davis
                               President and Chief Financial Officer



                                       46