10KSB

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, 2003

COMMISSION FILE NO. 1-2714

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

           COLORADO         
(State or other jurisdiction of
incorporation or other jurisdiction)                   84-1533604            
(I.R.S. Employer
Identification Number)

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

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

Title Of Each Class	Name Of Each Exchange 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 $8,000

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

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes  [X]  No  [   ]

As of April 12, 2004 Registrant had outstanding 6,765,236 shares of Common Stock, $0.01 Par Value, its only class of voting stock.

Documents Incorporated by Reference: None

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

INDEX

Page

PART I

Item 1.	Description of Business	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	13
Item 7.	Financial Statements	22
Item 8.	Changes in and Disagreements with Accountants on
	Accounting and Financial Disclosure	41
Item 8A.	Controls and Procedures	42

PART III

Item 9.	Directors, Executive Officers, Promoters and Control Persons;
	Compliance With Section 16(a) of the Exchange Act	43
Item 10.	Executive Compensation	44
Item 11.	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters	47
Item 12.	Certain Relationships and Related Transactions	48
Item 13.	Exhibits and Reports on Form 8-K	48
Item 14.	Principal Accountant Fees and Services	50

FORWARD LOOKING STATEMENTS

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

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

General Description

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

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

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

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

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

1

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

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

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

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

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

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

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

Risk Factors

Operations

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

2

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

Environmental Issues

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

Government Regulations

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

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

3

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

Insurance

THE COMPANY MAY NOT CARRY ENOUGH INSURANCE.

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

Price Volatility

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

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

Development of New Orebodies

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

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

o resources;

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

o facility and equipment costs;

o capital and operating costs of a development project;

o future commodities and/or metals prices;

o comparable facility and equipment costs;

o anticipated climate conditions.

4

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

Exploration

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

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

Foreign Operations

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

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

o the effects of local political and economic developments;

o exchange controls and export or sale restrictions;

o currency fluctuations;

o expropriation; and

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

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

Title to Properties

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

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

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Employees

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

ITEM 2. DESCRIPTION OF PROPERTY

Grassy Mountain Property

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

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

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

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

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

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

6

Gold Bar and Related Assets

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

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

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

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

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

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

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

7

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

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

White Cliffs Mine

Overview

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

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

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

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

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

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Description of Operations

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

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

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

Work Completed in 2002

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

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

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

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Work Completed in 2003

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

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

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

Geology of the Property

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

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

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

Ownership History

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

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ITEM 3. LEGAL PROCEEDINGS

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

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

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

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

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

	Year Ended December 31, 2003				Year Ended December 31, 2002
Quarter Ended	High		Low		High		Low
March 31	$     0	.30	$     0	.16	$     0	.15	$     0	.10
June 30	0	.40	0	.15	0	.65	0	.10
September 30	0	.75	0	.25	0	.40	0	.14
December 31	0	.44	0	.10	0	.28	0	.16

The above quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. All prices have been adjusted to reflect a 1 for 30 reverse split effective on January 10, 2000. Since the change of the Company’s trading symbol to ATMR, a result of the reorganization, there has been a limited market for the Company’s stock.

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

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

Securities Authorized for Issuance under Equity Compensation Plans

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

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

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

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

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

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

General Overview

On September 22, 1998, the Predecessor Entity filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the District of Colorado. On January 26, 1999, the Predecessor Entity’s subsidiaries, APMI and AGMI, also filed petitions for relief under Chapter 11. On December 11, 1999, the Bankruptcy Court approved the Reorganization Plan of Atlas, APMI and AGMI. Having consummated the Reorganization Plan, Atlas, APMI and AGMI emerged from Chapter 11 on January 10, 2000. Final decrees were issued by the Bankruptcy Court officially closing the APMI and AGMI cases on November 8, 2000 and the Atlas case effective December 31, 2001.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Working Capital, Liquidity and Capital Resources

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

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

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

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

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

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

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

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Recent Accounting Pronouncements

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

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

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

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

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Results of Operations

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

Revenues

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

Production Costs and Depreciation, Depletion and Amortization

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

General and administrative expenses

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

Other

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

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

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

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

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

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

Environmental Matters

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

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

Critical Accounting Policies

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

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

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

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

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

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

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ITEM 7. FINANCIAL STATEMENTS

Index to Financial Statements

	Page
Independent Auditors’ Report	23
Consolidated Statements of Operations
for the Years Ended December 31, 2003 and 2002	24
Consolidated Balance Sheet as of December 31, 2003	25
Consolidated Statements of Stockholders’ Equity
for the Years Ended December 31, 2003 and 2002	26
Consolidated Statements of Cash Flows
for the Years Ended December 31, 2003 and 2002	27
Notes to Consolidated Financial Statements	28-	41

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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, 2003 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

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

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

Horwath Gelfond Hochstadt Pangburn, P.C.

Denver, Colorado
April 12, 2004

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

	For Years Ended December 31,
	2003		2002
Mining revenue	$        8		$      22
Costs and expenses:
Production costs	119		89
Depreciation, depletion and amortization	26		15
General and administrative expenses	855		655
Gross operating loss	(992	)	(737	)
Other (income) and expense:
Interest income	(2	)	(8	)
Gain from settlement of environmental claims	(16	)	--
Gain from settlement of CGL claims (Note 10)	--		(66	)
Impairment of assets held for sale (Note 10)	--		74
Loss from investment in affiliate (Note 4)	80		--
Loss from sale of property, plant and equipment	11		--
Other income, net	(31	)	(300	)
Loss before income taxes	(1,034	)	(437	)
Provision for income taxes (Note 16)	--		--
Net loss	$(1,034	)	$  (437	)
Basic and diluted loss per share of common stock (Note 15)	$(0.17	)	$(0.07	)
Weighted average common shares outstanding	6,137		6,000

See accompanying notes.

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

	December 31, 2003
Assets
Current assets:
Cash and cash equivalents	$      16
Inventories (Note 5)	25
Other current assets	24
Total current assets	65
Property, plant and equipment (Note 7)	142
Less: Accumulated depreciation, depletion and amortization	(30	)
	112
Restricted cash (Note 11)	47
Investment in affiliate (Note 4)	339
	$    563
Liabilities
Current liabilities:
Trade accounts payable	$      90
Accrued liabilities	106
Total current liabilities	196
Estimated reorganization liabilities (Note 2)	175
Other liabilities, long-term	123
Total long-term liabilities	298
Total liabilities	494
Commitments and contingencies (Note 13)
Stockholders’ equity (Notes 2 and 9)
Preferred stock, par value $1 per share; authorized 1,000,000; 0 issued and	--
outstanding
Common stock, par value $0.01 per share; authorized
100,000,000; issued and outstanding, 6,665,000	67
Capital in excess of par value	3,137
Unearned compensation	(84	)
Deficit	(3,051	)
Total stockholders’ equity	69
	$    563

See accompanying notes.

25

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

	Common shares		Common stock		Capital in excess of par value		Unearned Compensation		Deficit		Total
Balance at January 1, 2002	6,062		$ 61		$  2,999		$   --		$  (1,580	)	$ 1,480
Shares repurchased and cancelled	(147	)	(2	)	(19	)	--		--		(21	)
Current period loss	--		--		--		--		(437	)	(437	)
Balance at December 31, 2002	5,915		59		2,980		--		(2,017	)	1,022
Shares issued for services	450		5		114		(84	)	--		35
Shares issued under private
placement	100		1		24		--		--		25
Shares issued upon exercise of stock
options	200		2		19		--		--		21
Current period loss	--		--		--		--		(1,034	)	(1,034	)
Balance at December 31, 2003	6,665		$ 67		$  3,137		$  (84	)	$  (3,051	)	$      69

See accompanying notes.

26

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

	For Years Ended December 31,
	2003		2002
Operating activities:
Net loss	$  (1,034	)	$    (437	)
Adjustments to reconcile net loss to net cash used
in operations (Note 12)	136		23
Changes in operating assets and liabilities (Note 12)	139		(154	)
Net cash used in operations	(759	)	(568	)
Investing activities:
Additions to property, plant and equipment	--		(204	)
Investment in CGL claims receivable	--		(24	)
Investment in assets held for sale	(65	)	(126	)
Settlement of estimated reorganization liabilities	--		(59	)
Cash effects of deconsolidation of APMI	(76	)	--
Receipt of receivable from APMI	95		--
Deferred acquisition costs	(156	)	(86	)
Proceeds from settlement of CGL receivable	--		1,639
Proceeds from settlement of environmental claims	16		--
Proceeds from assets held for sale	622		60
Proceeds from sale of property, plant and equipment	42		--
Net cash provided by investing activities	478		1,200
Financing activities:
Proceeds from issuance of common shares	25		--
Proceeds from exercise of stock options	21		--
Payment of estimated reorganization liabilities	(145	)	(653	)
Net cash used in financing activities	(99	)	(653	)
Decrease in cash and cash equivalents	(380	)	(21	)
Cash and cash equivalents at beginning of period	396		417
Cash and cash equivalents at end of period	$        16		$      396

See accompanying notes.

27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Atlas Minerals Inc. (“Atlas”) and its subsidiaries as follows: White Cliffs Mining, Inc., a wholly-owned subsidiary in which the White Cliffs property is held (Note 3) and Minerales Atlas S.A. de C.V., a wholly-owned Mexican subsidiary incorporated during the second quarter of 2003. Effective June 30, 2003, the Company’s investment in Atlas Precious Metals Inc. (“APMI”) is reported on the equity method due to the Company’s ownership decreasing to 28% from its previously held 96% at December 31, 2002 (Note 4). The results of APMI’s operations for the six months ended June 30, 2003, and for the year ended December 31, 2002 are included in the Company’s consolidated statements of operations. All intercompany transactions have been eliminated. Prior to December 11, 1999, the date of confirmation of its plan of reorganization under the U.S. Bankruptcy Code (Note 2), APMI was wholly-owned by Atlas which in turn owned 100% of Atlas Gold Mining Inc. (the “Predecessor Entity”). References to the Predecessor Entity throughout the financial statements refer to Atlas and its subsidiaries prior to December 11, 1999 and references to the Reorganized Company refer to Atlas and its subsidiaries from and after December 12, 1999 through June 30, 2003.

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

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

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

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

28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

Impairment — Management assesses the carrying value of property, plant and equipment for impairment when circumstances warrant such a review.

Generally, assets to be used in operations are considered impaired if the sum of expected undiscounted future cash flows is less than the assets’ carrying values. If impairment is indicated, the loss is measured based on the amounts by which the assets’ carrying values exceed their fair values. During 2002, the Company incurred a $60,000 impairment charge related to the assets held for sale by Gold Bar and a $14,000 impairment charge related to the assets held for sale by Grassy Mountain.

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

Estimated Reorganization Liabilities – Estimated reorganization liabilities represent amounts that are due to the creditors of the Company at the time of bankruptcy. Generally, the estimated reorganization liabilities are equal to approximately 40% of the expected proceeds from APMI’s sale of the Gold Bar. The estimated reorganization liabilities are non-interest bearing and payable as the Company receives distributions from APMI’s sale of its underlying assets. At the date the Plan of Reorganization was confirmed, these liabilities were stated at estimated present values of amounts to be paid (Note 2) and subsequently are adjusted for payments made to the creditors and any adjustments made to the carrying amounts of the underlying assets. The current portion of the estimated reorganization liabilities is based on Management’s estimates of the amounts that are reasonably expected to be paid during the next twelve months, which is $0 at December 31, 2003. The amounts the Company will ultimately pay (and the periods in which these amounts will be paid) could differ materially in the near term from the recorded carrying amount (and from the periods in which these amounts were estimated to be paid at the date of reorganization).

29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Income Taxes – The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”). SFAS 109 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, SFAS 109 generally considers all expected future events other than enactments of changes in the tax law or rates. Income tax information is disclosed in Note 16 to the consolidated financial statements.

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

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

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

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

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

30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

	Year ended December 31,
(in thousands, except per share amounts)	2003		2002
Net loss	$   (1,034	)	$  (437	)
ADD: Stock-based employee
compensation included in reported net
income, net of related tax effects	--		--
DEDUCT: Total stock-based employee
compensation expense determined under
fair value based method for all
award, net of related tax effects	(11	)	(26	)
Pro forma net loss	$   (1,045	)	$   (463	)
Loss per share:
Basic and diluted - as reported	$  (0.17	)	$  (0.0	7)
Basic and diluted - pro forma	$  (0.17	)	$  (0.0	8)

31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. REORGANIZATION

In September 1998, the Predecessor Entity filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court of the District of Colorado (the “Court”). On January 26, 1999, the Predecessor Entity’s subsidiaries, APMI and AGMI, also filed for relief under Chapter 11. Under the Reorganization Plan approved by the Court on December 11, 1999, primarily all of Atlas’, APMI’s, and AGMI’s liabilities were discharged for consideration of stock in the Reorganized Company and contingent cash distributions to be made upon the sale/realization of certain assets of the Reorganized Company.

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

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

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

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

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

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

33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. WHITE CLIFFS MINE

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

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

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

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

4. INVESTMENT IN AFFILIATE

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

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

34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Financial Position as of December 31, 2003

	(unaudited in thousands)
Current assets:
Cash	$     32
Non-current assets:
Assets held for sale	440
Deferred acquisition costs	20
Equipment	22
Mining Property	4,237
Total Assets	$4,751
Current liabilities:
Accounts payable and accrued expenses	$   113
Non-current liabilities:
Estimated reorganization liabilities	256
Deferred gain	142
Notes payable, related party	1,140
Total liabilities	1,651
Total shareholders’ equity	3,100
Total liabilities and shareholders’ equity	$4,751

Results of Operation for Six Months Ended December 31, 2003

	(unaudited in thousands)
Sales	$      --
Operating expenses	281
Net loss	$    281

35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVENTORIES

Inventories consisted of the following at December 31, 2003:

(in thousands)
Stockpiled ore	$   17
Bagged diatomaceous earth	5
Materials and supplies	3
	$   25

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of cash and cash equivalents and accounts payable approximates their carrying value due to the short-term nature of these instruments. It is not practicable to estimate the fair value of the estimated reorganization liabilities due to uncertainties regarding the amounts and dates that these liabilities will ultimately be paid and due to the uncertainties in estimating an incremental rate of borrowing due to the Company’s current financial condition.

7. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at December 31, 2003:

(in thousands)	Acquisition Costs	Accumulated Depreciation, Depletion & Amortization		Net Book Value
Mineral property	$    25	$   --		$    25
Milling facility	21	(1	)	20
Mobile mining equipment	86	(22	)	64
Furniture and office equipment	10	(7	)	3
Total	$  142	$  (30	)	$  112

36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. STOCK OPTION PLAN

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

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

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

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

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

	2003		2002
	Shares	Weighted- average exercise price	Shares	Weighted- average exercise price
Outstanding, beginning of year	725,000	$     0.13	600,000	$     0.12
Granted	50,000	$     0.22	125,000	$     0.21
Exercised	200,000	$     0.11	--
Forfeited	275,000	$     0.18	--
Outstanding, end of the year	300,000	$     0.12	725,000	$     0.13
Options exercisable at year end	300,000	$     0.12	725,000	$     0.13

37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Exercise price	Number outstanding	Weighted-average remaining contractual life
$     0.12	300,000	7.7 years

9. STOCKHOLDERS’ EQUITY

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

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

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

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

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

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

10. IMPAIRMENT OF ASSETS HELD FOR SALE

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

38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. RESTRICTED CASH

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

(in thousands)
Collateral for a reclamation bond (1)	$  47

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

12. DETAILS OF CERTAIN STATEMENTS OF CASH FLOWS CAPTIONS

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

	For Years Ended December 31,
(in thousands)	2003		2002
Depreciation, depletion and amortization	$   26		$   15
Gain from CGL and environmental claims	(16	)	(66	)
Loss on sale of property, plant and equipment	11		--
Loss from investment in affiliate	80		--
Shares issued for services	119		--
Unearned compensation	(84	)	--
Impairment of assets held for sale	--		74
	$  136		$   23
(Increase) decrease in trade/other accounts receivable	$   25		$   (25	)
(Increase) decrease in inventories	20		(45	)
Increase in prepaid expense and other current assets	(4	)	(16	)
Increase in other assets and restricted cash	(2	)	(44	)
Increase in trade accounts payable	--		10
Increase (decrease) in accrued liabilities	106		(27	)
Increase in estimated reorganization liabilities	--		6
Decrease in other liabilities, long-term	(6	)	(13	)
	$  139		$  (154	)

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

13. COMMITMENTS AND CONTINGENCIES

Other Commitments

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

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

39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. RELATED PARTY TRANSACTION

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

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

15. INCOME (LOSS) PER SHARE

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

	For Years Ended December 31,
(in thousands, except per share data)	2003		2002
Numerator:
Loss from continuing operations	$ 1,034		$    437
Denominator:
Basic
Weighted average shares outstanding	6,137		6,000
Diluted
Weighted average shares outstanding (1)	6,137		6,000
Basic and diluted income (loss) per share	$(0.17	)	$(0.07	)

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

16. INCOME TAXES

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

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

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

(in thousands)
Deferred tax assets:
Net operating loss ("NOL") carryovers	$ 6,467
Capital loss ("CL") carryovers	1,050
Post retirement benefit accrual	55
Reorganization expenses	43
Depreciation, depletion and amortization	(21	)
Total deferred tax assets	7,594
Deferred tax asset valuation allowance	(7,594	)
Net deferred tax assets	$      --

40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	For Years Ended December 31,
(in thousands)	2003		2002
Valuation allowance, beginning of period	$ 17,113		$ 17,517
Continuing operations	296		151
Restriction of carryforwards	(4,622	)	(554	)
Deconsolidation of APMI's NOLs	(5,193	)	--
Other	--		(1	)
	$   7,594		$ 17,113

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

	For Years Ended December 31,
(in thousands)	2003		2002
Expected income tax benefit at statutory rates	$    (362	)	$    (151	)
Expiration of carryforwards	4,622		554
Deconsolidation of subsidiary	5,259		--
Decrease in deferred tax asset valuation allowance	(9,519	)	(403	)
Income tax expense	$        --		$        --

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

17. SUBSEQUENT EVENTS

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

_____________________________________________________________

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

Not Applicable.

41

ITEM 8A. CONTROLS AND PROCEDURES

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

42

PART III

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

Directors, Executive Officers, Promoters and Control Persons

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

Name and Position

Age Director of
the Company
     Since     
Position and
Offices Held
Principal Occupation, Past 5 Years’ Business
Experience and Other Directorships Held

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

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

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

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

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

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

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

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Audit Committee

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

Section 16 (a) Beneficial Ownership Reporting Compliance

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

Code of Ethics

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

ITEM 10. EXECUTIVE COMPENSATION

Executive Compensation

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

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

44

Name and Principal Position	Annual Compensation			Long-Term Compensation
				Awards		Payouts
	Year (1)	Salary ($)	Bonus ($)	Restricted Shares or Restricted Share Units ($)	Securities Underlying Options/ SARs (#)	LTIP Payouts ($)	All Other Compensation ($)
H.R. (Roy) Shipes (2)	2003	42,000	Nil	Nil	Nil	Nil	Nil
Chairman and Secretary	2002	61,000	Nil	Nil	Nil	Nil	Nil
	2001	7,500	Nil	Nil	50,000(5)	Nil	Nil
Gerald E. Davis (3)(4)	2003	75,000	Nil	Nil	Nil	Nil	Nil
Chief Executive Officer,	2002	90,000	Nil	Nil	Nil	Nil	Nil
President, and Chief	2001	18,750	Nil	Nil	50,000(5)	Nil	Nil
Financial Officer

⁽¹⁾ Fiscal year ended December 31.

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

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

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

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

The Company has no employment agreements with its Executive Officers.

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

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

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

45

Name	Securities Acquired on Exercise (#)	Aggregate Value Realized ($)	Unexercised Options/SARs at FY-End Exercisable/ Unexercisable (#)	Value of Unexercised in-the-Money Options/SARs at FY-End Exercisable/ Unexercisable ($)
H.R. Shipes	100,000	24,500	50,000/0	6,000/0
Chairman and Secretary
Gerald E. Davis	100,000	24,500	50,000/0	6,000/0
CEO, President and CFO

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

Stock Options

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

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans	300,000	$     0	.12	600,000
approved by security holders
Equity compensation plans	None	N/A		N/A
not approved by security
holders
Total	300,000	$     0	.12	600,000

Compensation Of Directors

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

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

46

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
H.R. (Roy) Shipes, Chairman, Secretary and Director (1)	1,196,686	(3)	16	.94%
8040 South Kolb Road
Tucson, AZ 85706
GDLF, LLC (2)	959,981		13	.59%
5397 E. Mineral Circle
Centennial, CO 80122
Vincent J. Catalano	780,659		11	.05%
2030 W Clybourn Street
Milwaukee, WI 53233
Gerald E. Davis, CEO, President, CFO, and Director (1)	463,304	(3)	6	.56%
10920 West Alameda Avenue, Suite 205
Lakewood, CO 80226
Robert L. Miller, Director (1)	100,000	(4)	1	.42%
520 Lake Cook Road, Suite 380
Deerfield, IL 60015
Douglas R. Cook, Director (1)	125,595	(4)	1	.78%
2485 Greensboro Drive
Reno, NV 89509
All current directors and executive officers as a group (4 persons)	1,885,585		26	.69%

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

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

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

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

Change In Control

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

47

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

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

(a) Exhibits:

Exhibit Number		Exhibit
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
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
		Official Unsecured Creditors Committee, the NRC, the State of
		Utah and ACSTAR Insurance Companies	(3	)
10	.2	Revised second amended joint disclosure statement of
		Atlas Corporation, Atlas Gold Mining
		Inc. and Atlas Precious Metals Inc.	(4	)

48

Exhibit Number		Exhibit
10	.6	Option Agreement among Seabridge Resources Inc., Newco, Atlas Precious Metals Inc. and
		Atlas Minerals Inc. effective February 14, 2000,
		for purchase of the Grassy Mountain property	(5	)
10	.7	First Amendment to Option Agreement effective December 31, 2000,
		by and among Atlas Precious Metals Inc, Atlas Minerals Inc.,
		Seabridge Resources Inc., and Newco	(5	)
10	.8	Second Amendment to Option Agreement effective July 31, 2001,
		by and among Atlas Precious Metals Inc, Atlas Minerals Inc.,
		Seabridge Resources Inc., and Newco	(6	)
10	.9	Stock Option Plan dated September 7, 2001	(6	)
10	.10	Form of Stock Option Agreement between the Company and the Optionees	(6	)
10	.11	Third Amendment to Option Agreement effective December 20, 2002,
		by and among Atlas Precious Metals Inc, Atlas Minerals Inc.,
		and Seabridge Gold Inc.	(7	)
10	.12	2003 Consultant Stock Grant Plan dated November 14, 2003	(8	)
10	.13	Option Agreement dated September 4, 2002, between the Company
		and Western Gold Resources, Inc.	(9	)
10	.14	Amendment dated January 3, 2003, to the Option Agreement
		dated September 4, 2002 between the Company and Western Gold Resources,
		Inc. transferring the Option Agreement to Atlas Precious Metals Inc.	(9	)
10	.15	Amendment dated March 31, 2003, to the Option Agreement between
		Atlas Precious Metals Inc. and Western Gold Resources, Inc.	(9	)
10	.16	Amended Agreement and Plan of Merger effective June 30, 2003, between
		Atlas Precious Metals Inc. and Western Gold Resources, Inc.	(9	)
10	.17	Subscription Agreement dated September 9, 2003, between the Company and Thomas G. Kiser	(9	)
10	.18	Consulting Agreement dated October 1, 2003, between the Company and Thomas G. Kiser	(9	)
21	.0	Subsidiaries of the Company	(9	)
31	.1	Certification of the Chief Executive Officer and Chief Financial Officer
		Pursuant to Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, as adopted pursuant to
		Section 302 of The Sarbanes-Oxley Act of 2002	(9	)
32	.1	Certification of the Chief Executive Officer and Chief Financial Officer
		Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
		The Sarbanes-Oxley Act of 2002	(9	)

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

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

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

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

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

49

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

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

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

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

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

Date Filed with SEC Items Reported

_________________________________________________________________________________________

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

_________________________________________________________________________________________

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

_________________________________________________________________________________________

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Services	2003	2002
Audit Fees
Fees relating to audit of the Company's annual financial statements, the reviews of
the financial statements filed on Forms 10-Q, and reviews of Forms S-8	$37,833	$28,835
Audit-Related Fees
Fees for engagements traditionally performed by an auditor such as statutory audits not
relied upon for the consolidated financial statements audit, employee benefits plan
audits, accounting consultation, acquisition due diligence, and other similar services	$         0	$         0
Tax Fees
Fees for tax compliance and tax consulting services	$         0	$         0
All Other Fees
Fees for other professional services	$         0	$         0

Audit Committee Prior Approval Policies

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

50

SIGNATURES

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

ATLAS MINERALS INC.

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

Date: April 12, 2004

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

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

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

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

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

51

EX-10

Exhibit 10.13

OPTION AGREEMENT

     THIS OPTION AGREEMENT is entered into and effective this 4th day of September, 2002 by and between Western Gold Resources, Inc., a Florida corporation, ("Optionor") and Atlas Minerals Inc. (Optionee").

RECITALS

A. Optionor is the sole owner of the Estrades Mine in Quebec, Canada (the real, personal and intangible property comprising such mine is referred to herein as the "Mine").

B. Optionee is considering purchasing the Mine by way of merger and desires an option to accomplish due diligence, obtain financing and other matters, which could lead to such purchase.

C. All references herein to "Dollars" or "$" shall mean United States Dollars unless otherwise indicated.

     In consideration of the following covenants, agreements and promises, the parties agree as follows:

The Option

     Optionor hereby grants Optionee an Option (the”Option”) to purchase the Mine in accordance with the terms of this Option Agreement and substantially in accordance with the terms and conditions of the Agreement and Plan of Merger attached hereto as Exhibit A. The Option will be exercised by Optionee by delivery of written notice of same to Optionor prior to its termination.

Option Period

     The term of the Option shall be 120 days from the date hereof , unless a lesser or greater term shall be agreed upon by the parties.

Option Price

     The price to be paid by Optionee to Optionor for the Option at signing shall be $25,000.00 in cash. Part of the $25,000.00 cash payment may, at Optionor’s discretion be used to purchase all of the shares of Orivillers Resources, which holds a 30% participation interest in cash flow from the Estrades property following full recovery of all capital invested in the property

Merger Consideration

     The merger consideration to be paid for all of the assets comprising the Mine under the Option shall be:

     a. $150,000.00 by wire transfer to Optionor's account at closing, and

     b. 13,800,000 shares of common stock of Optionee (1.2 Optionee shares for each of the 11,550,000 shares of Optionor) less 100,000 shares in consideration of the $25,000.00 cash paid to the Optionor at signing.

     c. The parties agree that as additional consideration for the purchases hereby, the sum of $10,000.00 per month will be paid to Harold R. and Eileen A. Shipes (the “Shipes”) for a period of ten years, for which the Shipes will dedicate 50% of their time to the affairs of Optionee as required, at no additional compensation., Harold R. Shipes will forego any and all directors and committee fees associated with his position as a director of Optionee in exchange for the payments to be made under this paragraph.

Agreement and Plan of Merger

     Attached as Exhibit A is a copy of the Agreement and Plan of Merger between Optionor and Optionee. The parties agree that they are prepared to accept Exhibit A as the form to reflect the exercise of the Option and purchase of Optionor and the Mine hereunder. The parties each agree to negotiate in good faith and deal with each other fairly to prepare a definitive Agreement and Plan of Merger (the “Definitive Agreement”) substantially in conformance with Exhibit A, and, provided the parties successfully agree to the Definitive Agreement, to close this transaction promptly thereafter.

Exclusive Dealing

     Until the later of (i) 120 days after the signing of this Agreement, or (ii) the date that we mutually agree to terminate the transactions contemplated hereby:

(1) Optionor, its officers directors and agents, will not directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider any proposal of any other person relating to the acquisition of the Optionor or an interest in the Estrades property, in whole or in part; and

(2) Optionor will immediately notify Optionee regarding any contact between it or its representatives and any other person regarding any such offer or proposal or any related inquiry including full and complete disclosure of all details regarding such contact.

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Disclosure

IT IS UNDERSTOOD AND AGREED THAT BECAUSE OPTIONEE’S SHARES ARE PUBLICLY TRADED IN THE UNITED STATES, IT HAS TO DISCLOSE THE DETAILS OF THIS TRANSACTION TO U.S. SECURITIES REGULATORS, ITS STOCK EXCHANGES, ITS ADVISORS AND POTENTIAL INVESTORS, AND THE INVESTING PUBLIC, BUT THAT UNAUTHORIZED DISCLOSURE BY OPTIONORCOULD CAUSE HARM TO OPTIONEE UNDER APPLICABLE SECURITIES LAWS AND LAWS OF SIMILAR APPLICATION. THEREFORE, EXCEPT AS AND TO THE EXTENT REQUIRED BY LAW, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OPTIONEE, OPTIONOR WILL NOT, AND IT WILL DIRECT ITS REPRESENTATIVES NOT TO, MAKE, DIRECTLY OR INDIRECTLY, ANY PUBLIC COMMENT, STATEMENT, OR COMMUNICATION WITH RESPECT TO, OR OTHERWISE TO DISCLOSE OR TO PERMIT THE DISCLOSURE OF THE EXISTENCE OF DISCUSSIONS REGARDING A TRANSACTION BETWEEN OPTIONEE AND OPTIONOR OR ANY OF THE TERMS, CONDITIONS, OR OTHER ASPECTS OF THE TRANSACTION CONTEMPLATED HEREBY. IF OPTIONOR IS REQUIRED BY LAW TO MAKE ANY SUCH DISCLOSURE, IT FIRST MUST PROVIDE TO OPTIONEE THE CONTENT OF THE PROPOSED DISCLOSURE, THE REASONS THAT SUCH DISCLOSURE IS REQUIRED BY LAW, AND THE TIME AND PLACE THAT THE DISCLOSURE WILL BE MADE AND AFFORD OPTIONEE A REASONABLE OPPORTUNITY TO COMMENT UPON AND REQUEST CHANGES IN THE DISCLOSURE.

Due Diligence

     It is understood and agreed that Optionee will be entitled to conduct a full “due diligence” review of the property, business, assets, liabilities, financial condition and affairs of Optionor and its Subsidiary. Optionor will cooperate fully with Optionee in this endeavor and will provide access to Optionee, its attorneys, accountants and representatives to the property, books, records and financial data of Optionor and the Subsidiary.

Conditions

     The exercise of the Option and consummation of the transactions contemplated hereby shall be subject to: (i) the approval of the Board of Directors and shareholders of Optionee, in their respective sole discretions, (ii) Optionee being able to obtain either debt or equity financing on terms and conditions satisfactory to Optionee, (iii) any regulatory approvals and (iv) completion of due diligence satisfactory in all respects to Optionee.

Costs

     Each party will be responsible for and bear all of its own costs and expenses (including any broker’s or finder’s fees and the expenses of its representatives) incurred at any time in connection with pursuing or consummating the transaction contemplated hereby.

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Binding Effect

     It is the express intention of the parties that the provisions of this Option Agreement are binding on the parties upon execution, and supersede all prior oral or written agreements, understandings, representations and warranties, and courses of conduct and dealing between them on the subject matter hereof. Except as otherwise provided herein, the provisions of this Option Agreement may be amended or modified only in writing executed by both parties.

Governing Law

     This Option Agreement will be governed by and construed under the laws of the State of Colorado without regard to conflicts of laws principles.

Confidentiality

     Any proprietary or confidential information disclosed by a party to the other, will be kept confidential and not disclosed to third parties. If this Agreement is terminated for any reason, each party will deliver to the other the proprietary and confidential information received by it during the course of this transaction which information shall remain the property of the party disclosing it; provided that any engineering, geological or other technical information generated by Optionee’s due diligence will be disclosed to Optionor and may be used by it in its operations, subject to the other confidentiality provisions of this Agreement. The foregoing restrictions shall not apply to disclosure mandated by federal or state securities laws, order of any court or other legal compulsion or if disclosed in the public domain by a third-party or other means beyond the control of a party.

Counterparts

     This Option Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement.

Time of the Essence

     Time is of the essence in this Option Agreement. Each party will use its best efforts to accomplish the transactions contemplated hereby as expeditiously as possible.

WESTERN GOLD RESOURCES, INC.


By:/s/ H.R. (Roy) Shipes   
     H.R. (Roy) Shipes
     President and CEO ATLAS MINERALS INC.


By: /s/ Gerald E. Davis    
      Gerald E. Davis
      President and CFO

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EXHIBIT A

AGREEMENT AND PLAN OF MERGER

by and among

WESTERN GOLD RESOURCES, INC.
a Florida corporation, and

ATLAS MINERALS INC
a Colorado corporation

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated this _____ day of __________ 2002, is by and among WESTERN GOLD RESOURCES, INC., a Florida corporation (“Seller”), whose address is 8040 Kolb Road, Tucson, AZ 85706 ____________________________________________________________________________, and ATLAS MINERALS INC., a Colorado corporation (“Buyer”), whose address is 10920 W. Alameda Ave., Suite 205, Lakewood, CO 80226.

RECITALS:

     A. Seller and Buyer have previously entered into an Option Agreement in which Seller agreed to sell the Estrades Mine to Buyer on certain terms and conditions; and

     B. To complete such acquisition, the respective Boards of Directors of Buyer and Seller have or will have approved the merger of Seller with and into Buyer (the “Merger”), pursuant to and subject to the terms and conditions of this Agreement and Plan of Merger.

     NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties made herein and of the mutual benefits to be derived herefrom, Buyer and Seller hereby agree as follows:

1 Merger.

     1.1. Plan of Merger. Subject to the terms and conditions of this Agreement, including the receipt of all requisite shareholder approvals, the Merger will be carried out in the following manner:

          (a) Merger Approval. As soon as practicable after the execution of this Agreement, Seller and Buyer shall duly call, notice and hold a meetings of their respective shareholders entitled to vote to approve the Merger under the Florida Business Corporation Act (“Florida law”) and the Colorado Business Corporation Act, as amended (the “Colorado Law”) respectively. Unless deemed unnecessary by the parties, the parties will prepare file and obtain effectiveness of a registration statement on Form S-4 with the SEC, and will file and obtain effectiveness, as appropriate, registrations with state securities authorities, for the securities to be issued in the transactions contemplated by this Agreement. The parties will cooperate with each other and use their best efforts in making such filings and obtaining effectiveness thereof.

          (b) Merger. At the Effective Time (as defined in Section 1(c), Seller shall merge with and into Buyer, the separate existence of Seller shall cease and Buyer shall continue as the surviving corporation (Buyer, in its capacity as the corporation surviving the Merger, is referred to as the “Surviving Corporation”).

     (c) Certificate of Merger. Subject to the provisions of this Agreement, Articles of Merger in the form attached as Exhibits A and B hereto shall be duly executed and, on the Closing Date (as defined in Section 2), filed with the Colorado Secretary of State in accordance with Colorado Law and filed with the Florida Secretary of State, respectively. The Merger shall become effective upon the latest filing of the Articles of Merger (the “Effective Time”).

          (d) Treatment of Common Stock. At the Effective Time, each share of common stock, ($0.00) par value per share, of Seller (the “Common Stock or Seller Stock”) issued and outstanding immediately prior to the Effective Time, other than shares of Dissenting Shareholders, if any, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount equal to the Merger Consideration (as hereinafter defined and adjusted) divided by the Aggregate Number of Fully Diluted Shares (as hereinafter defined) immediately prior to the Effective Time (“Per Share Consideration”). Such shares of Seller Stock shall no longer be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Consideration, without interest.

     For purposes of the foregoing, “Aggregate Number of Fully Diluted Shares” shall be equal to the sum of:

               (1) the number of shares of Common Stock outstanding immediately prior to the Effective Time; and

               (2) the number of shares of Common Stock issuable upon the exercise of any Seller options ("Options") outstanding immediately prior to the Effective Time (whether or not such Options are then exercisable);

          (e) Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Seller, the officers and directors of the Surviving Corporation shall be fully authorized in the name of Seller, or otherwise to take, and Buyer and Seller shall cause such officers and directors to take, all such lawful and necessary action, so long as such action is not inconsistent with the Agreement.

          (f) Stock Plans. Except as may be otherwise agreed to by Buyer and Seller or as otherwise contemplated or required to effectuate this Section 1.1, Seller’s stock plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Seller shall be deleted as of the Effective Time.

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          (g) Options. Seller shall take all necessary actions to provide that as of the Effective Time no holder of Options will have any right to receive shares of common stock of the Surviving Corporation or Buyer or any affiliate of Buyer upon the conversion or exercise of any such Option. Seller shall take all necessary action such that, at the Effective Time, each holder of an outstanding option granted pursuant to the Option Plan (the “Option Plan”) to purchase shares of Seller Stock (collectively, the “Seller Options”) shall have no rights with respect to the Seller Options other than the right to receive, in lieu of the shares of Seller Stock therefor issuable on conversion of such Seller Option’s, an amount equal to the excess of (i) the per share cash consideration over (ii) the exercise price per share of such Seller Option. In lieu of the foregoing formulation, Seller may permit cashless exercise of the Seller Options, to the extent permitted by the Seller Option Plan, provided that the net economic effect is the same to Seller as payment provided pursuant to the preceding sentence.

     1.2. Merger Consideration. The aggregate merger consideration (the “Merger Consideration”) shall be payable as follows:

          (a) The Closing Amount of $150,000.00 shall be paid at Closing by wire transfer to the Seller’s account; and

          (b) At Closing, 13,700,000 shares of Buyer, will be delivered to Seller to be distributed to shareholders and option holders of Seller in accordance with their respective entitlements to the Per Share Consideration.

     1.3. Adjustments to Merger Consideration. The Merger Consideration shall be adjusted as follows to reflect proration or credit of items customarily prorated or credited in transactions of this type, such as property taxes, rents, deposits and other deferred amounts or obligations.

     1.4. No Further Rights of Transfer. At and after the Effective Time, each holder of a certificate formerly representing one or more shares of Seller Stock or the right to obtain same pursuant to any instrument includable within those making up the Aggregate Number of Fully Diluted Shares as defined in Section 1.1(d) (a “Certificate”) shall cease to have any rights as a shareholder of Seller, except for the right to surrender such Certificate in exchange for the Per Share Consideration deliverable in respect thereof or Appraisal Rights (as defined in Section 1.6), and no transfer of shares of Seller Stock shall be made on the stock transfer books of Seller. Certificates presented to the Surviving Corporation after the Effective Time shall be canceled and exchanged for the Per Share Consideration as provided in this Section 1. At the close of business on the day of the Effective Time, the stock ledger of Seller with respect to the shares of Seller Stock shall be closed. The foregoing shall also apply to all subsidiary entities of Seller.

     1.5. Surviving Corporation. The Certificate of Incorporation and Bylaws of Buyer, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and Bylaws of the Surviving Corporation, except as amended in Buyer’s discretion as part of the Certificate of Merger. At the Effective Time, the directors of Buyer. immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office, subject to the applicable provisions of the Certificate of Incorporation and Bylaws of the Surviving Corporation, until the next annual shareholders’ meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of Buyer immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

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     1.6. Dissenting Seller Shareholders. Any shares of Seller Stock held by persons who have satisfied the requirements of Section 607-1302 et seq. of the Florida Law related to the rights of appraisal for dissenting shareholders (“Appraisal Rights”), and have not effectively withdrawn or lost such Appraisal Rights (such persons being referred to as “Dissenting Seller Shareholders”), shall not be converted pursuant to this Agreement. Instead, Dissenting Seller Shareholders shall be entitled only to such Appraisal Rights. Each Dissenting Seller Shareholder who is entitled to payment for his or her shares of Seller Stock pursuant to such Appraisal Rights shall receive payment from the Surviving Corporation in an amount as determined pursuant to such Appraisal Rights. The Surviving Corporation shall not pay any amount to the Dissenting Seller Shareholders in an amount per share in excess of the Per Share Consideration unless directed to do so by a court of competent jurisdiction. If the holders of more than five percent (5%) of the total outstanding shares of Seller Stock exercise their Appraisal Rights in accordance with Section 607.1302 of the Florida Law, Seller shall immediately give Buyer written notice of such fact and Buyer shall have the right, in its sole discretion, to terminate this Agreement at any time within five (5) days from the receipt of such notice. The Per Share Consideration which would otherwise be payable to Dissenting Seller shareholders will be retained by the Buyer or Surviving Corporation in a separate account and not paid to the shareholders.

     2. Closing. Subject to satisfaction of the terms and conditions of this Agreement, the closing of the purchase and sale of the Seller’s Shares provided for by this Agreement (referred to throughout this Agreement as the “Closing”) shall take place at the law offices of Moye, Giles, O’Keefe, Vermeire & Gorrell on _______ 2002, at ____ o’clock _.m. The time, place and date of the Closing are referred to throughout this Agreement as the “Closing Date”.

     3. Representations and Warranties.

          3.1. Representations and Warranties of Seller. The Seller represents and warrants to the Buyer that:

               3.1.1.Ownership of Seller Shares. The persons listed on Exhibit 3.1.1 are the only record and beneficial owners of the Seller’s shares. The persons listed on Exhibit 3.1.1 possess good and merchantable title to the Seller’s shares, and own the Seller’s shares free and clear of any and all security interests, agreements, restrictions, claims, liens, pledges and encumbrances of any nature or kind. The person listed on Exhibit 3.1.1 have the absolute and unconditional right to sell, assign, transfer and deliver the Seller’s shares to the Buyer in accordance with the terms of this Agreement.

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               3.1.2.Due Organization; Good Standing; Authority of Seller. Seller is a corporation duly organized, validly existing as a stock corporation, and in good standing under the laws of the State of Florida. Seller has full right, power, and authority to own its properties and assets, and to carry on its business. Seller is duly licensed, qualified and authorized to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the properties and assets owned by it or the nature of the business conducted by it makes such licensing, qualification and authorization legally necessary. A complete and correct copy of each of Seller’s Articles of Incorporation, as amended to the date of this Agreement, (the “Charter”) certified by the Secretary of State of the State of Florida and bylaws, as amended to the date of this Agreement, (the “Bylaws”), have been delivered to Buyer. The Charter and the Bylaws are in full force and effect, and Seller is not in breach or violation of any of the provisions thereof. The minute books of Seller containing the minutes of the meetings of the stockholders of Seller and the Board of Directors of Seller, which were or will be made available to the Buyer for examination, are complete and correct and accurately reflect all proceedings of the stockholders of Seller and the Board of Directors of Seller.

               3.1.3.Validity of Agreement. The Seller has the legal capacity and authority to enter into this Agreement. This Agreement is a valid and legally binding obligation of the Seller and is fully enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors’ rights generally.

               3.1.4.Capitalization; the Seller Stock; Related Matters. Seller's authorized capital stock consists of 100,000,000 shares of common stock, of which 11,550,000 shares, are issued and outstanding and owned of record and beneficially by the person listed on Exhibit 3.1.1. The Seller’s shares have been duly, legally and validly issued, and are fully-paid and non-assessable. Delivery of the Seller’s shares by the Seller to the Buyer at the Closing on the Closing Date pursuant to this Agreement will transfer to the Buyer full and entire legal and equitable title to 100% of the issued and outstanding capital stock of Seller, except for rights of Dissenting shareholders under Section 1.6.

               3.1.5.Options, Warrants and Other Rights and Agreements Affecting Seller Capital Stock. [Except for options listed on Exhibit 3.1.5,] Seller has no authorized or outstanding options, warrants, calls, subscriptions, rights, convertible securities or other securities [as defined in the federal Securities Act of 1933 (hereinafter “Securities”) or any commitments, agreements, arrangements or understandings of any kind or nature obligating Seller, in any such case, to issue shares of Seller capital stock or other securities or securities convertible into or evidencing the right to purchase shares of Seller capital stock or other securities. Seller is not a party to any agreement, understanding, arrangement or commitment, or bound by any Articles of Incorporation or bylaw provision which creates any rights in any Person with respect to the authorization, issuance, voting, sale or transfer of any shares of Seller’s capital stock or other securities.

               3.1.6.Subsidiaries. Seller's subsidiaries are set forth on Exhibit 3.1.6. Such subsidiaries are incorporated in the states indicated, are in good standing in each state where such qualification is necessary. Seller does not have any subsidiaries, other than those set forth on Exhibit 3.1.6. Seller and does not, directly or indirectly, own any interest in or control any corporation, partnership, joint venture, or other business entity.

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               3.1.7.Agreement Not in Conflict with Other Instruments; Required Approvals Obtained. The execution, acknowledgement, sealing, delivery, and performance of this Agreement by the Seller and the consummation of the transactions contemplated by this Agreement will not (a) violate or require any registration, qualification, consent, approval, or filing under, (i) any law, statute, ordinance, rule or regulation (hereinafter collectively referred to as “Laws”) of any federal, state or local government (hereinafter collectively referred to as “Governments”) or any agency, bureau, commission or instrumentality of any Governments (“hereinafter collectively referred to as “Governmental Agencies”), or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Seller or any of its assets or Properties is bound; (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, result in the acceleration of the performance of Seller’s obligations under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of Seller’s properties, assets, or businesses pursuant to, (i) Seller’s Charter or Bylaws, (ii) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, contract, or other instrument or agreement to which Seller is a party or by which Seller or any of Seller’s assets or properties is bound, or (iii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Seller or any of its assets or properties is bound.

               3.1.8.Conduct of Business in Compliance with Regulatory and Contractual Requirements. Seller has conducted and is conducting Seller’s business in compliance with all applicable Laws of all Governments and Governmental Agencies. Neither the real or personal properties owned, leased, operated or occupied by Seller, nor the use, operation or maintenance thereof, (i) violates any Laws of any Government or Governmental Agency, or (ii) violates any restrictive or similar covenant, agreement, commitment, understanding or arrangement.

               3.1.9.Licenses; Permits; Related Approvals. Seller possesses all licenses, permits, consents, approvals, authorizations, qualifications, and orders (“hereinafter collectively referred to as “Permits”) of all Governments and Governmental Agencies lawfully required to enable Seller to conduct Seller’s business as a mining project in all jurisdictions in which it owns properties. All of the Permits are in full force and effect, and no suspension, modification or cancellation of any of the Permits is pending or threatened. A list of the Permits is attached hereto as Exhibit 3.1.9 and incorporated by reference herein.

               3.1.10.Legal Proceedings. There is no action, suit, proceeding, claim, arbitration, or investigation by any Government, Governmental Agency or other Person (i) pending to which Seller is a party, (ii) threatened against or relating to Seller or any of Seller’s assets or businesses, (iii) challenging Seller’s right to execute, acknowledge, seal, deliver, perform under or consummate the transactions contemplated by this Agreement, or (iv) asserting any right with respect to any of the Seller Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.

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               3.1.11.Financial Statements; Undisclosed Liabilities. Attached hereto as Exhibit 3.1.11.1 and incorporated by reference herein are copies of Seller’s audited balance sheets as of December 31, 2001 Seller’s audited Statement of Operations and Retained Earnings for the years ended as of December 31, 1999, 2000 and 2001 and Seller’s audited Statement of Changes in Financial Position for the years ended as of , 1999, 2000 and 2001 (hereinafter collectively referred to as the “Financial Statements”), together with the unqualified opinion thereon of Addison & Gadea P.C., independent certified public accountants. Attached hereto as Exhibit 3.1.11.2 and incorporated by reference herein are copies of Seller’s unaudited balance sheets as of _____. Seller’s unaudited Statement of Operations and Retained Earnings for the periods ended as of _____. Seller’s unaudited Statement of Changes in Financial Position for the periods ended as of _________ (hereinafter collectively referred to as the “Interim Statements”). The Financial Statements and the Interim Statements are in accordance with the books and records of Seller, are true, correct and complete and accurately present Seller’s financial position as of the dates set forth therein and the results of Seller’s operations and changes in Seller’s financial position for the periods then ended, all in conformity with generally accepted accounting principles applied on a consistent basis during each period and on a basis consistent with that of prior periods. Except (i) as disclosed in the Financial Statements and the Interim Statements, and (ii) as disclosed in this Agreement, Seller has no liabilities or obligations of any nature or kind, known or unknown, whether accrued, absolute, contingent, or otherwise. There is no basis for assertion against Seller of any claim, liability or obligation not fully disclosed in the Financial Statements and the Interim Statements. All prepaid items set forth in Seller’s Financial Statements and Interim Statements have been properly accrued.

               3.1.12. Tax Matters. Seller has duly and timely filed with all appropriate Governmental Agencies, all tax returns, information returns, and reports required to be filed by Seller. Except for accruals for payroll taxes payable, income taxes payable, and deferred taxes as set forth in Seller’s Balance Sheet as of December 31, 2001 (collectively, the “Accrued Taxes”), Seller has paid in full all taxes (including taxes withheld from employees’ salaries and other withholding taxes and obligations), interest, penalties, assessments and deficiencies owed by Seller to all taxing authorities. Complete and correct copies of (a) the income tax returns of Seller for Seller’s three fiscal years ending 12/31/99, 12/31/00, and 12/31/99 as filed by Seller with the Internal Revenue Service (the “IRS”) and all state taxing authorities (collectively, the “Returns”), (b) all audit reports received by Seller during the last five years and issued by the IRS or any state taxing authorities, and (c) all consents and agreements entered into by Seller during the last five years with the IRS or any state taxing authorities (collectively, the “Tax Agreements”) are collectively attached hereto as Exhibit 3.1.12 and incorporated by reference herein. All information reported on the Returns is true, accurate, and complete. All claims by the IRS or any state taxing authorities for taxes due and payable by Seller have been paid by Seller. The provisions for the Accrued Taxes are adequate for the payment of all of Seller’s liabilities for unpaid taxes (whether or not disputed). All federal income tax returns required to be filed by Seller have either been examined by the IRS, or the period during which any assessments may be made by the IRS has expired without waiver or extension for all years through Seller’s fiscal year ended _______, and any deficiencies or assessments claimed or made have been paid, settled, or fully provided for in the Financial Statements. Seller has not adopted a plan of complete liquidation under the Internal Revenue Code of 1954, as amended (the “Code”), or filed a consent pursuant to Section 341(f) of the Code. Seller is not a party to, and is not aware of, any pending or threatened action, suit, proceeding, or assessment against it for the collection of taxes by any Governmental Agency.

               3.1.13.Accounts Receivable; Accounts Payable. Seller's accounts receivable reflected on Seller’s Balance Sheet as of ________ (the “Balance Sheet”) and all accounts receivable arising after the date of the Balance Sheet (collectively, the “Accounts Receivable”) are bona fide accounts receivable, the full amount of which is actually owing to Seller. The Accounts Receivable will be fully collectible by the Buyer within 90 days of the Closing Date, without offset, recoupment, counterclaim, claim or diminution. Seller’s accounts payable reflected on the Balance Sheet and all accounts payable arising after the date of the Balance Sheet arose from bona fide transactions in the ordinary course of Seller’s business.

               3.1.14.Real Property. As set forth on Exhibit 3.1.14 attached hereto and incorporated by reference herein is the real property owned or leased by Seller. Seller has sole good and merchantable title to, or a valid leasehold interest in, the real property, on Exhibit 3.1.14. Seller does not own or have any interest in any other real property.

                    3.1.14.1Mining Property. With respect to the mining properties held by Seller, Seller has good and merchantable title to the fee interests in, or a valid leasehold interest in the leases in, or valid claims (patented or unpatented) in, the mineral properties or interests, including royalty interests and other legal or beneficial interests in minerals, subject to minor defects in title which do not, individually or in the aggregate, cause a material adverse impact on the use, development operation as a mine and enjoyment of the property and the operation of a mine on such property.

                    3.1.14.2 Mining Operations. During the period of Seller's ownership of the mining properties, and to the best of Seller’s knowledge during the period of prior ownership of the mining properties:

                         i. neither Seller nor its Affiliates has incurred any liability, nor does a state of facts exist which could give rise to a liability for damages, fines or levies as a result of any subsidence, water, air or other environmental contamination, conduct of mining development and operations, or similar occurrences, which individually or in the aggregate, would constitute a material adverse effect on the properties or business of Seller.

                         ii. the mining operations conducted on the mining properties has been conducted in accordance with good miner practices, and in compliance with all applicable laws, regulations, ordinances, decrees and directives affecting the property or the business of Seller.

                    3.1.15.Condition of Personal Property. Attached hereto as Exhibit 3.1.15 and incorporated by reference herein is a true, correct and complete list of all personal property, owned by Seller or used by Seller in the conduct of its business, including, but not limited to, all equipment, machinery and fixtures, (collectively, the “Personal Property”), indicating whether it is owned or the manner in which the Personal Property is otherwise utilized by Seller. Seller has sole and exclusive, good and merchantable title to all of the Personal Property owned by it, free and clear of all pledges, claims, liens, restrictions, security interests, charges and other encumbrances. All of the Personal Property is in good repair and good operating condition, fit for its intended purposes, and is adequate for the continuation of Seller’s business.

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                    3.1.18.Contracts, Licenses, and Permits. Attached hereto and incorporated by reference herein are the following:

                         3.1.18.1 Exhibit 3.1.18.1 is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all leases of Seller relating to real property.

                         3.1.18.2. Exhibit 3.1.18.2, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all leases of Seller relating to personal property.

                         3.1.18.3. Exhibit 3.1.18.3, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all licenses, franchises, assignments or other agreements of Seller relating to trademarks, trade names, patents, copyrights and service marks (or applications therefor), unpatented designs or styles, know-how and technical assistance.

                         3.1.18.4. Exhibit 3.1.18.4, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all Permits, other than those listed in Exhibit 3.1.9, relating to the operation of the business of Seller.

                         3.1.18.5. Exhibit 3.1.18.5 is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all employment, compensation and consulting agreements, contracts, understandings or arrangements of Seller with any officer, director, employee, broker, agent, consultant, salesman or other Person, including the names, starting dates of employment, term of employment, functions and aggregate compensation (including salary, bonuses, commissions and other forms of compensation).

                         3.1.18.6. Exhibit 3.1.18.6, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements of Seller for the purchase, sale or lease of goods, materials, supplies, machinery, equipment, capital assets and services having a cost in excess of $5000in any one instance or in excess of 25,000.00 in the aggregate.

                         3.1.18.7. Exhibit 3.1.18.7, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements and arrangements, other than those listed in Exhibit 3.1.18.7, which Seller has with any supplier, distributor, dealer, sales agent, broker, or representative.

                         3.1.18.8. Exhibit 3.1.18.8, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements and arrangements of Seller for the borrowing or lending of money, on a secured or unsecured basis, or guaranteeing, indemnifying or otherwise becoming liable for the obligations or liabilities of any other Person.

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                         3.1.18.9. Exhibit 3.1.18.9, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements and arrangements of Seller for the construction, modification or improvement of any building or structure having a cost in excess of $5,000.00, or the incurrence of any other capital expenditure involving payments in excess of $25,000.00.

                         3.1.18.10. Exhibit 3.1.18.10, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements and understandings of Seller other than those listed in Exhibits 3.1.18.1 through 3.1.18.9 which are material in nature, involve the payment or receipt, in any 12 month period, of more than $5,000.00, or have a term of more than 12 months.

     Each of the agreements, arrangements and understandings listed in Exhibits 3.1.18.1 through 3.1.18.10 (hereinafter collectively referred to as the “Commitments”) is in full force and effect, is valid and binding upon each of the parties thereto and is fully enforceable by Seller against the other party thereto in accordance with its terms. Neither Seller, nor Seller has any notice of, or any reason to believe that there is or has been any actual, threatened or contemplated termination or modification of any of the Commitments. No party to any of the Commitments is in breach of or in default thereunder, nor has any event occurred which, with the lapse of time, notice or election, may become a breach or default by Seller or any other party to or under any of the Commitments. Seller has the right to quiet enjoyment of all real properties leased to it for the full term of the lease thereof. The execution, acknowledgement, sealing, delivery, and performance of this Agreement by the Seller and the consummation of the transactions contemplated by this Agreement (i) will not result in the breach or termination of or constitute a default under any Commitment, (ii) does not require the consent of any party to any of the Commitments, and (iii) will not give any such party the right to terminate any of the Commitments. All payments required to be made by Seller, Seller or any other party to any of the Commitments pursuant to any of the Commitments have been paid in full through August 31, 2002 The Commitments are in compliance with all applicable Laws of all Governments and Governmental Agencies and there are no Laws of any Government or Governmental Agencies, actions, suits, proceedings, arbitrations, orders, writs, or decrees in any such case existing or proposed, which adversely affect or might adversely affect Seller’s rights under any of the Commitments.

                    3.1.19.Insurance. Attached hereto as Exhibit 3.1.19.1 and incorporated by reference herein is a list of all insurance policies of Seller, setting forth with respect to each policy the name of the insurer, a description of the policy, the dollar amount of coverages, the amount of the premium, the date through which all premiums have been paid, and the expiration date. Each insurance policy relating to the insurance referred to in Exhibit 3.1.19.1 is in full force and effect, is valid and enforceable, and Seller is not in breach of or in default under any such policy. Neither Seller nor Seller has any notice of or any reason to believe that there is or has been any actual, threatened, or contemplated termination or cancellation of any insurance policy relating to the insurance referred to in Exhibit 3.1.19.1. Attached hereto as Exhibit 3.1.19.2 and incorporated by reference herein is a true, correct and complete list and summary of all claims which have been made under each insurance policy relating to the insurance referred to in Exhibit 3.1.19.1. Seller has not failed to give any notice or to present any claim under any insurance policy in a due and timely fashion.

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                    3.1.20.Benefit Plans. For purposes of the representations and warranties set forth below in this Section 3.1.20, the term “Benefit Plans” is defined broadly to include (i) all plans, programs, or arrangements (whether or not insured) which provide to employees pension, profit sharing, ESOP, stock option, incentive bonus, surgical or other physician, hospitalization, major medical, dental, optical, prescription drug, health insurance, life insurance, accidental death and dismemberment, short-term disability, long-term disability, sick leave, vacation, severance, supplemental unemployment, layoff, automobile, apprenticeship and training, day care, scholarship, or group legal benefits.

                         3.1.20.1. Exhibit 3.1.20.1 attached hereto and incorporated herein describes all Benefit Plans maintained by Seller and identifies whether or not each of such Benefit Plans is funded (i) by an insurance contract, (ii) out of the general assets of the business, or (iii) by a trust or other funding medium. No other Benefit Plans are presently in effect with respect to Seller or are required to be offered by Seller either at the present time or in the future, under any current agreement, arrangement or understanding; all such Benefit Plans are currently in full force and effect, and comply with all applicable agreements, arrangements and understandings between Seller and its employees; all contributions, premiums and other payments due in respect of such Benefit Plans have been paid; and all such Benefit Plans comply with all applicable Laws. Seller is in compliance with the requirements of all such Benefit Plans, and no condition presently exists which, with the passage of time, would cause any such Benefit Plan to be in noncompliance with any applicable Law, or Seller to be in noncompliance with any provisions of any such Benefit Plan.

                         3.1.20.2. With respect to each Benefit Plan, Seller has complied with all reporting and disclosure obligations under applicable Law, and all documents and report forms submitted for such purposes are complete and accurate in all material respects.

                         3.1.20.3. With respect to each Benefit Plan: (i) no prohibited transaction has occurred; (ii) each Benefit Plan is in conformity with applicable Law; (iii) Seller is not in default in any material respect in performing any of its contractual or legal obligations; (iv) all Persons having any fiduciary responsibility are in compliance in all material respects with the applicable provisions of any applicable Law; (v) there has not been a breach of any fiduciary duty; (vi) there are no pending ruling requests or appeals (either formal or informal), investigations, or audits by or before any Governmental Agency; and (vii) there is no claim, demand, suit, proceeding or cause of action pending, or threatened with respect to any Benefit Plan, and there is no liability except for reasonable and customary administrative expenses and benefits payable pursuant to the terms of each Benefit Plan.

                         3.1.20.4. Exhibit 3.1.20.4 attached hereto and incorporated by reference herein describes any reduction in benefits provided under any Benefit Plan which has been made by Seller within five years prior to the Closing Date.

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                         3.1.20.5. Except for the payment of non-forfeitable benefits under a pension or profit sharing plan or as prohibited by any applicable Law, there are no restrictions on the Buyer’s right to terminate or decrease the level of benefits under any Benefit Plan after the Closing Date, without further liability to any present or former employee.

                    3.1.21. Employee Relations and Employment Agreements.

                         3.1.21.1. None of Seller's employees is represented by a labor organization. No petition for representation has ever been filed with the National Labor Relations Board (the “NLRB”) with respect to Seller’s employees. Seller are not aware of any union organizational activity with respect to Seller and have no reason to believe that any such activity is being contemplated.

                         3.1.21.2. Seller is not in violation of applicable equal employment opportunity laws, wage and hour laws, occupational safety and health laws, federal labor laws, or any other Laws of any Government or Governmental Agency relating to employment. Seller have disclosed to the Buyer the status of all investigations, claims, charges, and employment-related suits or controversies which have occurred with respect to Seller within the last 10 years or which are presently pending or threatened with respect to Seller under any employment-related Law of any Government or Governmental Agency (including common law). Seller has satisfied and performed fully all judgments, decrees, conciliation agreements, or settlement agreements by which it is bound or to which it is subject concerning employment-related matters and each such judgment, decree, or agreement is disclosed on Exhibit 3.1.23.1.

                         3.1.21.3. Seller has not entered into any employment agreement and all employees can be terminated at will. Seller has no contractual obligation or special termination or severance arrangement in respect of any employee.

                         3.1.21.4. Seller has paid all wages due (including all required taxes, insurance, and withholding thereon) through the Closing Date. Exhibit 3.1.23.4 attached hereto and incorporated by reference herein sets forth all accrued vacation, accrued sick leave, and accrued bonuses (including pro rata accruals for a period of a year) due to employees of Seller as of the Closing Date.

                         3.1.21.5. Exhibit 3.1.23.5 attached hereto and incorporated by reference herein sets forth each Seller employee’s date of hire, position, present salary, amount of bonus paid in the past year, and announced termination date (if any). The Seller have provided to the Buyer access to the personnel files and employment records of all Seller employees.

                    3.1.22.Patents; Trademarks; Related Contracts. Attached hereto as Exhibit 3.1.24 and incorporated by reference herein, is a true, correct and complete list of all of Seller’s patents, trademarks, tradenames, or trademark or tradename registrations, service marks, and copyrights or copyright registrations (the “Proprietary Rights”). All of Seller’s Proprietary Rights are valid, enforceable, in full force and effect and free and clear of any and all security interests, liens, pledges and encumbrances of any nature or kind. Seller has not licensed, leased or otherwise assigned, transferred or granted any right to use any of its Proprietary Rights to any other Person, and no Person is infringing upon Seller’s Proprietary Rights. Seller has not infringed and is not infringing upon any patent, trademark, tradename, or trademark or tradename registration, service mark, copyright, or copyright registration of any other Person.

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                    3.1.23.Books and Records; Fiscal Year; Method of Accounting. Seller has made available to the Buyer all of its tax, accounting, corporate and financial books and records. The books and records pertaining to Seller’s business made available to the Buyer are true, correct and complete, have been maintained on a current basis, and fairly reflect the basis for Seller’s financial condition and results of operations as set forth in the Financial Statements and the Interim Statements. Seller has consistently used the fiscal year ended ____ as its taxable year, and has consistently used the cash method as its method of accounting for tax purposes.

                    3.1.24Bank Accounts and Safe Deposit Arrangements. Attached hereto as Exhibit 3.1.26 and incorporated by reference herein is a true, correct and complete list of each checking account, savings account and other bank account and safe deposit box maintained by Seller, and the names of all persons authorized to withdraw funds or other property from, or otherwise deal with, such accounts and safe deposit boxes.

                    3.1.25.Absence of Certain Changes or Events. Since December 31, 2001, except as set forth in Exhibit 3.1.25 attached hereto and incorporated by reference herein, Seller has not:

                         3.1.25.1. Incurred any indebtedness, obligation or liability (contingent or otherwise), except normal trade or business obligations incurred in the ordinary course of its business, none of which was entered into for inadequate consideration and none of which exceeds $^ in amount.

                         3.1.25.2. Discharged or satisfied any security interest, lien or encumbrance or paid any indebtedness, obligation or liability (contingent or otherwise), except (A) current liabilities and (B) scheduled payments pursuant to obligations under contracts, agreements, or leases listed in Exhibits _________.

                         3.1.25.3. Mortgaged, pledged, or subjected to lien, charge, security interest, or other encumbrance any of its assets or properties.

                         3.1.25.4. Sold, assigned, transferred, leased, disposed of, or agreed to sell, assign, transfer, lease, or dispose of, any of its assets or properties.

                         3.1.25.5. Acquired or leased any assets or property of any other Person.

                         3.1.25.6. Cancelled or compromised any debt or claim.

                         3.1.25.7. Waived or released any rights.

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                         3.1.25.8. Transferred or granted any rights with respect to know-how or any rights existing under any leases, licenses, agreements, inventions, or any of the Proprietary Rights.

                         3.1.25.9. Granted or made any contract, agreement, promise or commitment to grant any wage, salary or employee benefit increase to, or entered into any employment contract, bonus, stock option, profit sharing, pension, incentive, retirement or other similar arrangement or plan with, any officer, employee or other Person.

                         3.1.25.10. Entered into any collective bargaining agreement or made any commitment or incurred any liability to any labor organization.

                         3.1.25.11. Made any capital expenditure in excess of $5,000.00 or entered into any commitment therefor.

                         3.1.25.12. Suffered any casualty loss or damage, whether or not such loss or damage is or was covered by insurance.

                         3.1.25.13. Suffered any adverse change in its operations, earnings, assets, liabilities, properties, or business or in its condition (financial or otherwise).

                         3.1.25.14. Changed the nature of its business or its method of accounting.

                         3.1.25.15. Other than in the ordinary course of business, entered into any transaction, contract, or commitment.

                         3.1.25.17. Suffered a loss of any supplier or suppliers, which loss (individually or in the aggregate) has had, or may have, an adverse effect on its financial condition, results of operations, business, or prospects.

                         3.1.25.18. Suffered any material adverse change in its assets or liabilities, in its condition, financial or otherwise, or in its business, properties, earnings or net worth.

                    3.1.26.Insider Transactions. Attached hereto as Exhibit 3.1.26 and incorporated by reference herein is a true, correct and complete list of the following:

                         3.1.26.1. The amounts and other essential terms of indebtedness or other obligations, agreements, undertakings, liabilities or commitments (contingent or otherwise) of Seller to or from any past or present officer, director, member, stockholder or any Person related to, controlling, controlled by or under common control with any of the foregoing (collectively, “Control Persons”).

                         3.1.26.2. All transactions between each Control Person and Seller since Seller’s date of incorporation, and all proposed or contemplated transactions with each Control Person, together with the essential terms thereof.

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                    3.1.27.Adverse Conditions. Seller has no knowledge of any present or future condition, state of facts or circumstances which has affected or may affect adversely the business of Seller or prevent Buyer from carrying on its business.

                    3.1.28.Full Disclosure. This Agreement (including the Exhibits hereto) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained herein not misleading. There is no fact known to Seller or Seller which is not disclosed in this Agreement which materially adversely affects the accuracy of the representations and warranties contained in this Agreement or Seller’s financial condition, results of operations, business, or prospects.

                    3.1.29.Negotiations with Other Persons. Seller will not, and will not permit Seller to, initiate, encourage the initiation by others, or participate in any discussions or negotiations with any other Persons relating to the sale or other disposition of any of the capital stock of Seller or any assets of Seller, and will promptly notify the Buyer if any Person initiates such discussions or negotiations with them or Seller.

                    3.1.30.No Brokerage. Seller has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, agent’s commissions, or the like in connection with this Agreement or the transactions contemplated hereby.

                    3.1.31No Shareholder Debt. As of the Closing Date, Seller shall have no outstanding debt, accounts, or liabilities to shareholders or its affiliates.

               3.2.Representations and Warranties of the Buyer. The Buyer represents and warrants to Seller that:

                    3.2.1.Due Organization; Good Standing; Power. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Colorado. The Buyer has all requisite corporate power to enter into this Agreement and to perform its obligations hereunder.

                    3.2.2.Authorization and Validity of Documents. The execution, acknowledgement, sealing, delivery, and performance of this Agreement by the Buyer, and the consummation by the Buyer of the transactions contemplated hereby, have been duly and validly authorized by the Buyer. This Agreement has been duly executed, acknowledged, sealed and delivered by the Buyer and is a legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors’ rights generally.

                    3.2.3.Investment Intent. The Buyer is acquiring the Seller's shares by way of merger for investment only, for the Buyer’s own account, and not with a view to, for offer for sale or for sale in connection with, the distribution or transfer thereof. The Seller’s Shares are not being purchased for subdivision or fractionalization thereof; and the Buyer has no contract, undertaking, agreement or arrangement with any Person to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such Person any of the Seller’s Shares which the Buyer is acquiring hereunder, and the Buyer has no present plans or intention to enter into any such contract, undertaking, agreement or arrangement.

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                    3.2.4.No Brokerage. The Buyer has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, agent’s commissions, or the like in connection with this Agreement or the transactions contemplated hereby.

      4. Additional Covenants of the Parties — At the Closing on the Closing Date:

          4.1. Opinion of Counsel to Seller., Counsel to the Seller, shall deliver to the Buyer a written opinion, dated the Closing Date, in substantially the form attached hereto as Exhibit 4.1 and incorporated by reference herein.

          4.2. Opinion of Counsel to Buyer. Counsel to the Buyer, shall deliver to the Seller a written opinion, dated the Closing Date, in substantially the form attached hereto as Exhibit 4.2 and incorporated by reference herein.

          4.3. Release by Directors. The Buyer shall receive the release (the “Release”), in the form attached hereto as Exhibit 4.3.1 and incorporated by reference herein, executed, acknowledged, sealed and delivered by each of the individuals (the “Directors”) listed in Exhibit 3.8 attached hereto and incorporated by reference herein.

          4.4. Resignations of Officers and Directors of Seller. The resignation of each of Seller’s officers and directors effective at the Closing on the Closing Date in the form attached hereto as Exhibit 4.4.1 and incorporated by reference herein shall have been executed and delivered to Buyer by each such officer and director.

          4.5 Consulting Agreement. At Closing, Buyer will enter into the Consulting Agreement attached as Exhibit 4.5 with Harold R. and Eileen Ships.

      5. Indemnification.

          5.1. Indemnification by Seller. The Seller shall defend, indemnify and hold harmless the Buyer, its officers, directors, stockholders, agents, servants and employees, and their respective heirs, personal and legal representatives, guardians, successors and assigns, from and against any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses (including attorneys’ and experts’ fees and court costs) of every kind and nature arising out of, resulting from, or in connection with:

               5.1.1. Any misrepresentation or breach by Seller or Seller of any representation or warranty contained in this Agreement.

               5.1.2. Any nonfulfillment, failure to comply or breach by Seller of or with any covenant, promise or agreement of the Seller or any of Seller contained in this Agreement.

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               5.1.3. Any act, failure to act or omission prior to the Closing Date by any Participant.

          5.2. Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless the Seller and its respective heirs, personal and legal representatives, guardians, successors and assigns, from and against any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses (including attorneys’ and experts’ fees and court costs) of every kind and nature arising out of, resulting from, or in connection with:

               5.2.1. Any misrepresentation, omission or breach by Buyer of any representation or warranty contained in this Agreement.

               5.2.2 Any nonfulfillment, failure to comply or breach by the Buyer of or with any covenant, promise or agreement of the Buyer contained in this Agreement.

     6. Termination of Agreement.

     This Agreement may be terminated as follows:

          6.1 By Buyer:

               6.1.1Due Diligence. The Buyer shall have a period of __ days after execution of this Agreement to complete its “due diligence” review of Seller, if Buyer has not completed its due diligence under the Option Agreement entered into previously by the parties. If Buyer, in its sole discretion, determines that it does not want to proceed with the transaction, then it will give Seller written notice of such fact and this Agreement will terminate immediately.

               6.1..2Breach. If Seller shall have breached any covenant, representation, warranty or agreement herein, Buyer shall have the right to terminate this Agreement if Seller is unable to cure such breach within __ days after written notice of such breach is given to Seller by Buyer.

          6.2 By Seller:

               6.2.1Breach. If Buyer shall have breached any covenant, representation, warranty or agreement herein, Seller shall have the right to terminate this Agreement if Buyer is unable to cure such breach within __ days after written notice of such breach is given to Buyer by Seller.

          6.3 By Either Party: If mutually agreed or if the transaction contemplated hereby is not closed by December 31, 2002.

          6.4 Effects of Termination. Upon termination, this Agreement shall be of no further force and effect, the parties shall have no further duties to each other, and any proprietary or confidential information will be delivered to the Party which delivered it.

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     7. Miscellaneous.

          7.1. Survival of Representations, Warranties, and Agreements. All of the representations, warranties, covenants, promises and agreements of the parties contained in this Agreement (or in any document delivered or to be delivered pursuant to this Agreement or in connection with the Closing) shall survive the execution, acknowledgement, sealing and delivery of this Agreement and the consummation of the transactions contemplated hereby.

          7.2 Definitions. As used throughout this Agreement, the following terms have the following meanings:

     “Affiliate” has the meaning ascribed to such term in Rule 405 promulgated under the Securities Act, as such rule is in effect on the date hereof.

     “Person” means an individual, partnership, corporation, trust, unincorporated organization, government, or agency or political subdivision of a government.

     “SEC” means the Securities and Exchange Commission, or any other Federal agency at the time administering the Securities Act or the Exchange Act.

     “Securities Act” means the Securities Act of 1933, or any similar Federal statute, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the relevant time.

          7.3 Notices. All notices, requests, demands, consents, and other communications which are required or may be given under this Agreement (collectively, the “Notices”) shall be in writing and shall be given either (a) by personal delivery against a receipted copy, or (b) by certified or registered U.S. mail, return receipt requested, postage prepaid or (c) by facsimile transmission to a party’s fax number listed below, to the following addresses:

(i) If to Seller:

Western Gold Resources, Inc.
8040 Kolb Road
Tucson, AZ 85706
H. R. Shipes, CEO

with a copy to:

(ii) If to the Buyer:

Atlas Minerals, Inc.
c/o Gary Davis
10920 W. Alameda, Suite 205
Lakewood, Colorado 80226

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with a copy to:

Richard F. Mauro
Moye, Giles, O’Keefe, Vermeire & Gorrell LLP
1225 17th Street, 29th Floor
Denver, Colorado 80202

or to such other address of which written notice in accordance with this Section 7.3 shall have been provided by such party. Notices may only be given in the manner hereinabove described in this Section 7.3 and shall be deemed received when given in such manner.

          7.4. Entire Agreement. This Agreement (including the Exhibits hereto) constitutes the full, entire and integrated agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, correspondence, understandings and agreements among the parties hereto respecting the subject matter hereof.

          7.5. Assignability. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto; provided, however, that the Buyer may, without the prior written consent of any other party, assign its interest in this Agreement to any Affiliate of the Buyer if such Affiliate undertakes to perform the Buyer’s obligations hereunder that shall have been so assigned, and upon, from and after such assignment the Buyer shall have no further liabilities, obligations or duties in respect of the rights, obligations and duties so assigned.

          7.6. Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto, each other Person who is indemnified under any provision of this Agreement, and their respective heirs, personal and legal representatives, guardians, successors and, in the case of Buyer, its permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights, remedies, obligations, or liabilities.

          7.7. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, without invalidating or rendering unenforceable the remaining provisions of this Agreement.

          7.8. Amendment; Waiver. No provision of this Agreement may be amended, waived, or otherwise modified without the prior written consent of all of the parties hereto. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement herein contained. The waiver by any party hereto of a breach of any provision or condition contained in this Agreement shall not operate or be construed as a waiver of any subsequent breach or of any other conditions hereof.

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          7.9. Section Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

          7.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

          7.11. Applicable Law. This Agreement is made and entered into, and shall be governed by and construed in accordance with, the laws of the State of Colorado.

          7.12. Remedies. The parties hereto acknowledge that the Seller’s Shares are unique; that any claim for monetary damages may not constitute an adequate remedy; and that it may therefore be necessary for the protection of the parties and to carry out the terms of this Agreement to apply for the specific performance of the provisions hereof. It is accordingly hereby agreed by all parties that no objection to the form of the action or the relief prayed for in any proceeding for specific performance of this Agreement shall be raised by any party, in order that such relief may be expeditiously obtained by an aggrieved party. All parties may proceed to protect and enforce their rights hereunder by a suit in equity, transaction at law or other appropriate proceeding, whether for specific performance or for an injunction against a violation of the terms hereof or in aid of the exercise of any right, power or remedy granted hereunder or by law, equity or statute or otherwise. No course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice its rights, powers or remedies, and no right, power or remedy conferred hereby shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

     7.13. Further Assurances. The Seller jointly and severally agree to execute, acknowledge, seal and deliver, after the date hereof, without additional consideration, such further assurances, instruments and documents, and to take such further actions, as the Buyer may request in order to fulfill the intent of this Agreement and the transactions contemplated hereby.

     The parties have executed and delivered this Agreement under seal, with the intention of making it a sealed instrument, on the date first above written.

WITNESS: Seller:

(SEAL)

(SEAL)

(SEAL)

Buyer:

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ATTEST:

By:                    (SEAL)

Secretary                President

STATE OF COLORADO                   )
                                                              )   ss:
COUNTY OF _________________   )

     I HEREBY CERTIFY that on this __________ day of __________ 200_ before me, the subscriber, a Notary Public of the State of Colorado in and for the County aforesaid, personally appeared _________, known to be (or satisfactorily proven), who acknowledges that he/she executed the aforegoing instrument for the purposes therein contained.

     AS WITNESS my hand and Notarial Seal.

     ________________________________________
Notary Public

STATE OF COLORADO                   )
                                                              )   ss:
COUNTY OF _________________   )

     I HEREBY CERTIFY that on this _______ day of __________, 200_, before me, the subscriber, a Notary Public of the State of Colorado in and for the County aforesaid, personally appeared __________, known to be (or satisfactorily proven), who acknowledges that he/she executed the aforegoing instrument for the purposes therein contained.

     AS WITNESS my hand and Notarial Seal.

     ________________________________________
Notary Public

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EX-10

Exhibit 10.14

ADDENDUM NO. 1

     THIS ADDENDUM NO. 1 to that certain Option Agreement dated September 4, 2002 ("Option Agreement"), by and between Western Gold Resources, Inc. (as "Optionor") and Atlas Minerals, Inc. (as "Optionee"), is made and entered into this 3rd day January, 2003. By executing below, the parties hereto agree that the Option Agreement shall be amended as follows:

     Item 1.    Effective as of the date of this Addendum No. 1, all of the rights, title and interest of Atlas Minerals, Inc., as Optionee, are hereby assigned to, and assumed by, Atlas Precious Metals, Inc. ("APMI"), a Nevada corporation and wholly-owned subsidiary of Atlas Minerals, Inc.

     Item 2.    Option Period — is hereby amended to extend the term of the Option to March 31, 2003, unless a lesser or greater term shall be agreed upon by the parties.

     Item 3.    Option Price — in consideration of the extension of the Option period as provided in Item 2. above, $50,000 shall be paid to the Optionor's account upon execution of this Addendum No. 1.

     Item 4.    Merger Consideration — subparagraph a. under this heading is rewritten to read as follows:

     a.    $100,000.00 due and payable by wire transfer to Optionor’s account within five business days following the successful closing of one or more private placements or other offerings of the securities of APMI and/or Western Gold Resources which, in the aggregate, result in net proceeds to the merged entity of $500,000.00 or more.

     Item 5.    Except as amended above, all terms and provisions of the Option Agreement shall remain in full force and effect, as written.

     IN WITNESS WHEREOF, the parties herein have affixed their signatures on the day and date first above written.

Atlas Minerals, Inc.,
a Colorado corporation


/s/ Gerald E. Davis    
Gerald E. Davis
Its: President Western Gold Resources, Inc.,
an Arizona corporation


/s/ Harold R. Shipes   
Harold R. Shipes
Its: President

Atlas Precious Metals, Inc.
a Nevada corporation


/s/ Gerald E. Davis    
Gerald E. Davis
Its: President

EX-10

Exhibit 10.15

ADDENDUM NO. 2

     THIS ADDENDUM NO. 2 to that certain Option Agreement dated September 4, 2002 and as amended by Addendum No. 1 dated January 3, 2003 (collectively the "Option Agreement"), by and between Western Gold Resources, Inc. and Atlas Minerals, Inc., all rights thereunder which were assigned to and assumed by Atlas Precious Metals Inc. by Addendum No. 1, is made and entered into this 31st day of March, 2003. By executing below, the parties hereto agree that the Option Agreement shall be amended as follows:

     Item 1.    Option Period — is hereby amended to extend the term of the Option to June 30, 2003, unless a lesser or greater term shall be agreed upon by the parties.

     Item 2.    Except as hereby amended by this Addendum No. 2 , all terms and provisions of the Option Agreement shall remain in full force and effect, as written.

     IN WITNESS WHEREOF, the parties herein have affixed their signatures on the day and date first above written.

Atlas Precious Metals, Inc.
a Nevada corporation


/s/ Gerald E. Davis    
Gerald E. Davis
Its: President Western Gold Resources, Inc.,
a Florida corporation


/s/ Harold R. Shipes   
Harold R. Shipes
Its: President

EX-10

Exhibit 10.16

AMENDED

AGREEMENT AND PLAN OF MERGER

by and among

WESTERN GOLD RESOURCES, INC.
a Florida corporation, and

ATLAS PRECIOUS METALS INC
a Nevada corporation

AMENDED
AGREEMENT AND PLAN OF MERGER

     THIS AMENDED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated this 30th day of June 2003, is by and among WESTERN GOLD RESOURCES, INC., a Florida corporation (“Seller”), whose address is 8040 S. Kolb Road, Tucson, AZ 85706 and ATLAS PRECIOUS METALS INC., a Nevada corporation (“Buyer”), whose address is 10920 W. Alameda, Suite 205, Lakewood, Colorado 80226.

RECITALS:

     WHEREAS, on or about September 4, 2002, Seller and Atlas Minerals, Inc., a Colorado corporation and the parent corporation of Buyer executed and entered into an agreement (the “Option Agreement”) pursuant to which Atlas Minerals, Inc. and Seller agreed to execute and enter into an agreement and plan of merger that, upon consummation, would result in the merger of Seller with and into Atlas Minerals, Inc. (the “Plan of Merger”); and

     WHEREAS, on or about January 3, 2003, Atlas Minerals, Inc. assigned all of its right, title and interest in and under the Option Agreement to its wholly-owned subsidiary, Buyer; and

     WHEREAS, subsequent to the above referenced assignment, Buyer and Seller have agreed to modify the terms of the Plan of Merger, which modifications are contained herein; and

     WHEREAS, the respective Boards of Directors of Buyer and Seller have approved the acquisition of Seller by Buyer in accordance with the terms and conditions hereof; and

     WHEREAS, to complete such acquisition the respective Boards of Directors of Buyer and Seller have approved the merger of Seller with and into Buyer (the “Merger”), pursuant to and subject to the terms and conditions of this Amended Agreement and Plan of Merger; and

     WHEREAS, following consummation of the Merger Atlas Minerals Inc. plans to distribute the shares of Buyer now held by Atlas Minerals Inc. to its shareholders.

     NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties made herein and of the mutual benefits to be derived herefrom, Buyer and Seller hereby agree as follows:

     1. Merger.

     1.1. Plan of Merger. Subject to the terms and conditions of this Agreement, including the receipt of all requisite shareholder approvals, the Merger will be carried out in the following manner:

          (a) Merger Approval. Seller and Buyer hereby warrant and represent that each has duly called, noticed and held a meeting of their respective shareholders entitled to vote to approve the Merger under the Nevada corporation law (“Nevada Law”) and the Florida Business Corporation Act, as amended (the “Florida Law”) respectively.

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          (b) Merger. At the Effective Time (as defined in Section 1.1(c)), Seller shall merge with and into Buyer, the separate existence of Seller shall cease and Buyer shall continue as the surviving corporation (Buyer, in its capacity as the corporation surviving the Merger, is referred to as the “Surviving Corporation”).

          (c) Certificate of Merger. Subject to the provisions of this Agreement, a Certificate of Merger in the form attached as Exhibits A and B hereto shall be duly executed and, on the Closing Date (as defined in Section 2) filed with the Nevada Secretary of State in accordance with Nevada Law and filed with the Florida Secretary of State in accordance with Florida Law. The Merger shall become effective upon the latest filing of the Certificate of Merger (the “Effective Time”).

          (d) Treatment of Common Stock. At the Effective Time, each share of common stock, ($0.00) par value per share, of Seller (the “Common Stock or Seller Stock”) issued and outstanding immediately prior to the Effective Time, other than shares of Dissenting Shareholders, if any, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount equal to the Merger Consideration (as hereinafter defined and adjusted) divided by the Aggregate Number of Fully Diluted Shares (as hereinafter defined) immediately prior to the Effective Time (“Per Share Consideration”). Such shares of Seller Stock shall no longer be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Consideration, without interest.

          For purposes of the foregoing, the “Aggregate Number of Fully Diluted Shares” shall be equal to 14,499,700.

          (e) Taking of Necessary Action Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Seller, the officers and directors of the Surviving Corporation shall be fully authorized in the name of Seller, or otherwise to take, and Buyer and Seller shall cause such officers and directors to take, all such lawful and necessary action, so long as such action is not inconsistent with the Agreement.

          (f) Stock Plans. Except as may be otherwise agreed to by Buyer and Seller or as otherwise contemplated or required to effectuate this Section 1.1, Seller’s stock plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Seller shall be deleted as of the Effective Time.

     1.2. Merger Consideration. The aggregate merger consideration (the “Merger Consideration”) shall be payable as follows:

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          (a) 17,399,640 shares of common stock of Buyer (1.2 Buyer shares for each of the 14,499,700 shares of Seller).

          (b) A promissory note (“Note 1”) payable to Harold R. and Eileen A. Shipes, JTWROS, (the “Shipes”) in the amount of $64,431.18 which shall be given to the Shipes to evidence certain repayment obligations for shareholder loans to Seller (“Debt Repayment”).

          (c) The parties agree Note 1 will be interest free and will be paid over a period of 7 months as follows:

Months 1-6            $10,000 per month

Month 7                 $4,431.18

          (d) The parties agree Note 1 shall contain an acceleration clause in the event of a change in control of Buyer. Such clause shall cause Note 1 to become immediately due and payable upon the occurrence of Change of Control (as that term is defined in Note 1).

     1.3. Repurchase Agreement. At Closing, Buyer and the Shipes will enter into a separate agreement regarding the repurchase of 2,400,000 shares of Buyer’s common stock from the Shipes (the “Repurchase Agreement”). A copy of the Repurchase Agreement is attached hereto as Exhibit 1.3. The terms and conditions of the Repurchase Agreement are incorporated herein by this reference.

     1.4. No Further Rights of Transfer. At and after the Effective Time, each holder of a certificate formerly representing one or more shares of Seller Stock or the right to obtain same pursuant to any instrument includable within those making up the Aggregate Number of Fully Diluted Shares as defined in Section 1.1(d) (a “Certificate”) shall cease to have any rights as a shareholder of Seller, except for the right to surrender such Certificate in exchange for the Per Share Consideration deliverable in respect thereof or Appraisal Rights (as defined in Section 1.6), and no transfer of shares of Seller Stock shall be made on the stock transfer books of Seller. Certificates presented to the Surviving Corporation after the Effective Time shall be canceled and exchanged for the Per Share Consideration as provided in this Section 1. At the close of business on the day of the Effective Time, the stock ledger of Seller with respect to the shares of Seller Stock shall be closed. The foregoing shall also apply to all subsidiary entities of Seller.

     1.5. Surviving Corporation. The Certificate of Incorporation and Bylaws of Buyer, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and Bylaws of the Surviving Corporation, except as amended in Buyer’s discretion as part of the Certificate of Merger. At the Effective Time, the directors of Buyer immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office, subject to the applicable provisions of the Certificate of Incorporation and Bylaws of the Surviving Corporation, until the next annual shareholders’ meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, Harold R. Shipes shall be named President and CEO of the Surviving Corporation.

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     1.6. Dissenting Seller Shareholders. Any shares of Seller Stock held by persons who have satisfied the requirements of Section 607.1302 of the Florida Law related to the rights of appraisal for dissenting shareholders (“Appraisal Rights”), and have not effectively withdrawn or lost such Appraisal Rights (such persons being referred to as “Dissenting Seller Shareholders”), shall not be converted pursuant to this Agreement. Instead, Dissenting Seller Shareholders shall be entitled only to such Appraisal Rights. Each Dissenting Seller Shareholder who is entitled to payment for his or her shares of Seller Stock pursuant to such Appraisal Rights shall receive payment from the Surviving Corporation in an amount as determined pursuant to such Appraisal Rights. The Surviving Corporation shall not pay any amount to the Dissenting Seller Shareholders in an amount per share in excess of the Per Share Consideration unless directed to do so by a court of competent jurisdiction. If the holders of more than five percent (5%) of the total outstanding shares of Seller Stock exercise their Appraisal Rights in accordance with Section 607.1320 of the Florida Law, Seller shall immediately give Buyer written notice of such fact and Buyer shall have the right, in its sole discretion, to terminate this Agreement at any time within five (5) days from the receipt of such notice. The Per Share Consideration which would otherwise be payable to Dissenting Seller shareholders will be retained by the Buyer or Surviving Corporation in a separate account and not paid to the shareholders.

     2. Closing. Subject to satisfaction of the terms and conditions of this Agreement, the closing of the purchase and sale of the Seller’s Shares provided for by this Agreement (referred to throughout this Agreement as the “Closing”) shall take place at a time and place mutually agreeable to the parties. The time, place and date of the Closing are referred to throughout this Agreement as the “Closing Date”.

     3. Representations and Warranties.

     3.1. Representations and Warranties of Seller. The Seller represents and warrants to the Buyer that:

          3.1.1. Ownership of Seller Shares. The persons listed on Exhibit 3.1.1 are the only record and beneficial owners of the Seller’s shares. The persons listed on Exhibit 3.1.1 possess good and merchantable title to the Seller’s shares, and own the Seller’s shares free and clear of any and all security interests, agreements, restrictions, claims, liens, pledges and encumbrances of any nature or kind. The person listed on Exhibit 3.1.1 have the absolute and unconditional right to sell, assign, transfer and deliver the Seller’s shares to the Buyer in accordance with the terms of this Agreement.

          3.1.2. Due Organization; Good Standing; Authority of Seller. Seller is a corporation duly organized, validly existing as a stock corporation, and in good standing under the laws of the State of Florida. Seller has full right, power, and authority to own its properties and assets, and to carry on its business. Seller is duly licensed, qualified and authorized to do business as a foreign corporation, and is in good standing, in each jurisdiction in which the properties and assets owned by it or the nature of the business conducted by it makes such licensing, qualification and authorization legally necessary. A complete and correct copy of each of Seller’s Articles of Incorporation, as amended to the date of this Agreement, (the “Charter”) certified by the Secretary of State of the State of Florida and bylaws, as amended to the date of this Agreement, (the “Bylaws”), have been delivered to Buyer. The Charter and the Bylaws are in full force and effect, and Seller is not in breach or violation of any of the provisions thereof. The minute books of Seller containing the minutes of the meetings of the stockholders of Seller and the Board of Directors of Seller, which were or will be made available to the Buyer for examination, are complete and correct and accurately reflect all proceedings of the stockholders of Seller and the Board of Directors of Seller.

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          3.1.3. Validity of Agreement. The Seller has the legal capacity and authority to enter into this Agreement. This Agreement is a valid and legally binding obligation of the Seller and is fully enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors’ rights generally.

          3.1.4. Capitalization; the Seller Stock; Related Matters. Seller’s authorized capital stock consists of 100,000,000 shares of common stock, of which 14,499,700 shares are issued and outstanding and owned of record and beneficially by the person listed on Exhibit 3.1.1. The Seller’s shares have been duly, legally and validly issued, and are fully paid and non-assessable. Delivery of the Seller’s shares by the Seller to the Buyer at the Closing on the Closing Date pursuant to this Agreement will transfer to the Buyer full and entire legal and equitable title to 100% of the issued and outstanding capital stock of Seller, except for rights of Dissenting shareholders under Section 1.6.

          3.1.5. Options, Warrants and Other Rights and Agreements Affecting Seller Capital Stock. Seller has no authorized or outstanding options, warrants, calls, subscriptions, rights, convertible securities or other securities as defined in the federal Securities Act of 1933, as amended, (hereinafter “Securities”), or any commitments, agreements, arrangements or understandings of any kind or nature obligating Seller, in any such case, to issue shares of Seller capital stock or other securities or securities convertible into or evidencing the right to purchase shares of Seller capital stock or other securities. Seller is not a party to any agreement, understanding, arrangement or commitment, or bound by any Articles of Incorporation or bylaw provision which creates any rights in any Person with respect to the authorization, issuance, voting, sale or transfer of any shares of Seller’s capital stock or other securities.

          3.1.6. Subsidiaries. Seller’s subsidiaries are set forth on Exhibit 3.1.6. Such subsidiaries are incorporated in the states indicated, are in good standing in each state where such qualification is necessary. Seller does not have any subsidiaries, other than those set forth on Exhibit 3.1.6. and does not, directly or indirectly, own any interest in or control any corporation, partnership, joint venture, or other business entity.

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          3.1.7. Agreement Not in Conflict with Other Instruments; Required Approvals Obtained. The execution, acknowledgement, sealing, delivery, and performance of this Agreement by the Seller and the consummation of the transactions contemplated by this Agreement will not (a) violate or require any registration, qualification, consent, approval, or filing under, (i) any law, statute, ordinance, rule or regulation (hereinafter collectively referred to as “Laws”) of any federal, state or local government (hereinafter collectively referred to as “Governments”) or any agency, bureau, commission or instrumentality of any Governments (hereinafter collectively referred to as “Governmental Agencies”), or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Seller or any of its assets or Properties is bound; (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, result in the acceleration of the performance of Seller’s obligations under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of Seller’s properties, assets, or businesses pursuant to, (i) Seller’s Charter or Bylaws, (ii) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, contract, or other instrument or agreement to which Seller is a party or by which Seller or any of Seller’s assets or properties is bound, or (iii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Seller or any of its assets or properties is bound.

          3.1.8. Conduct of Business in Compliance with Regulatory and Contractual Requirements. Seller has conducted and is conducting Seller’s business in compliance with all applicable Laws of all Governments and Governmental Agencies. Neither the real or personal properties owned, leased, operated or occupied by Seller, nor the use, operation or maintenance thereof, (i) violates any Laws of any Government or Governmental Agency, or (ii) violates any restrictive or similar covenant, agreement, commitment, understanding or arrangement.

          3.1.9. Licenses; Permits; Related Approvals. Seller possesses all licenses, permits, consents, approvals, authorizations, qualifications, and orders (“hereinafter collectively referred to as “Permits”) of all Governments and Governmental Agencies lawfully required to enable Seller to conduct Seller’s business as a mining project in all jurisdictions in which it owns properties. All of the Permits are in full force and effect, and no suspension, modification or cancellation of any of the Permits is pending or threatened. A list of the Permits is attached hereto as Exhibit 3.1.9 and incorporated by reference herein.

          3.1.10. Legal Proceedings. There is no action, suit, proceeding, claim, arbitration, or investigation by any Government, Governmental Agency or other Person (i) pending to which Seller is a party, (ii) threatened against or relating to Seller or any of Seller’s assets or businesses, (iii) challenging Seller’s right to execute, acknowledge, seal, deliver, perform under or consummate the transactions contemplated by this Agreement, or (iv) asserting any right with respect to any of the Seller Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.

          3.1.11. Financial Statements; Undisclosed Liabilities. As soon as practicable following the execution of this Agreement Seller shall provide to Buyer copies of Seller’s audited balance sheets as of December 31, 2002, Seller’s audited Statement of Operations and Retained Earnings for the years ended as of December 31, 2001 and December 31, 2002, and Seller’s audited Statement of Changes in Financial Position for the years ended as of, December 31, 2001 and December 31, 2002, (hereinafter collectively referred to as the “Financial Statements”), together with the unqualified opinion thereon of Horwath Gelfond Hochstadt Pangburn, P.C., independent certified public accountants, all of which shall be attached hereto as Exhibit 3.1.11.1 and shall be incorporated by reference herein. The Financial Statements shall be in accordance with the books and records of Seller, shall be true, correct and complete and accurately present Seller’s financial position as of the dates set forth therein and the results of Seller’s operations and changes in Seller’s financial position for the periods then ended, all in conformity with generally accepted accounting principles applied on a consistent basis during each period and on a basis consistent with that of prior periods. Except (i) as disclosed in the Financial Statements, and (ii) as disclosed in this Agreement, Seller has no liabilities or obligations of any nature or kind, known or unknown, whether accrued, absolute, contingent, or otherwise. There is no basis for assertion against Seller of any claim, liability or obligation not fully disclosed in the Financial Statements. All prepaid items set forth in Seller’s Financial Statements have been properly accrued.

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          3.1.12. Tax Matters. Seller has paid in full all taxes (including taxes withheld from employees’ salaries and other withholding taxes and obligations), interest, penalties, assessments and deficiencies owed by Seller to all taxing authorities. All claims by the IRS or any state taxing authorities for taxes due and payable by Seller have been paid by Seller. The provisions for the Accrued Taxes are adequate for the payment of all of Seller’s liabilities for unpaid taxes (whether or not disputed). Seller has not adopted a plan of complete liquidation under the Internal Revenue Code of 1954, as amended (the “Code”), or filed a consent pursuant to Section 341(f) of the Code. Seller is not a party to, and is not aware of, any pending or threatened action, suit, proceeding, or assessment against it for the collection of taxes by any Governmental Agency.

          3.1.13. Accounts Receivable. Seller’s accounts receivable reflected on Seller’s Balance Sheet as of December 31, 2002 (the “Balance Sheet”) and all accounts receivable arising after the date of the Balance Sheet (collectively, the “Accounts Receivable”) are bona fide accounts receivable, the full amount of which is actually owing to Seller. The Accounts Receivable will be fully collectible by the Buyer within 90 days of the Closing Date, without offset, recoupment, counterclaim, claim or diminution. Seller’s accounts payable reflected on the Balance Sheet and all accounts payable arising after the date of the Balance Sheet arose from bona fide transactions in the ordinary course of Seller’s business.

          3.1.14. Real Property. As set forth on Exhibit 3.1.14 attached hereto and incorporated by reference herein is the real property owned or leased by Seller. Seller has sole good and merchantable title to, or a valid leasehold interest in, the real property, on Exhibit 3.1.14. Seller does not own or have any interest in any other real property.

               3.1.14.1 Mining Property. With respect to the mining properties held by Seller, Seller has good and merchantable title to the fee interests in, or a valid leasehold interest in the leases in, or valid claims (patented or unpatented) in, the mineral properties or interests, including royalty interests and other legal or beneficial interests in minerals, subject to minor defects in title which do not, individually or in the aggregate, cause a material adverse impact on the use, development and/or operation as a mine and enjoyment of the property and the operation of a mine on such property.

               3.1.14.2 Mining Operations. During the period of Seller's ownership of the mining properties, and to the best of Seller’s knowledge during the period of prior ownership of the mining properties:

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                         i. neither Seller nor its Affiliates has incurred any liability, nor does a state of facts exist which could give rise to a liability for damages, fines or levies as a result of any subsidence, water, air or other environmental contamination, conduct of mining development and operations, or similar occurrences, which individually or in the aggregate, would constitute a material adverse effect on the properties or business of Seller.

                         ii. the mining operations conducted on the mining properties have been conducted in accordance with good miner/mining practices, and in compliance with all applicable laws, regulations, ordinances, decrees and directives affecting the property or the business of Seller.

               3.1.15. Condition of Personal Property. Attached hereto as Exhibit 3.1.15 and incorporated by reference herein is a true, correct and complete list of all personal property, owned by Seller or used by Seller in the conduct of its business, including, but not limited to, all equipment, machinery and fixtures, (collectively, the “Personal Property”), indicating whether it is owned or the manner in which the Personal Property is otherwise utilized by Seller. Seller has sole and exclusive, good and merchantable title to all of the Personal Property owned by it, free and clear of all pledges, claims, liens, restrictions, security interests, charges and other encumbrances. All of the Personal Property is in good repair and good operating condition, fit for its intended purposes, and is adequate for the continuation of Seller’s business.

               3.1.18. Contracts, Licenses, and Permits. Attached hereto and incorporated by reference herein are the following:

                    3.1.18.1 Exhibit 3.1.18.1 is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all leases of Seller relating to real property.

                    3.1.18.2. Exhibit 3.1.18.2, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all leases of Seller relating to Personal Property.

                    3.1.18.3. Exhibit 3.1.18.3, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all licenses, franchises, assignments or other agreements of Seller relating to trademarks, trade names, patents, copyrights and service marks (or applications therefor), unpatented designs or styles, know-how and technical assistance.

                    3.1.18.4. Exhibit 3.1.18.4, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all Permits, other than those listed in Exhibit 3.1.9, relating to the operation of the business of Seller.

                    3.1.18.5. Exhibit 3.1.18.5 is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all employment, compensation and consulting agreements, contracts, understandings or arrangements of Seller with any officer, director, employee, broker, agent, consultant, salesman or other Person, including the names, starting dates of employment, term of employment, functions and aggregate compensation (including salary, bonuses, commissions and other forms of compensation).

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               3.1.18.6. Exhibit 3.1.18.6, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements of Seller for the purchase, sale or lease of goods, materials, supplies, machinery, equipment, capital assets and services having a cost in excess of $1,000 in any one instance or in the aggregate.

               3.1.18.7. Exhibit 3.1.18.7, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements and arrangements, other than those listed in Exhibit 3.1.18.6, which Seller has with any supplier, distributor, dealer, sales agent, broker, or representative.

               3.1.18.8. Exhibit 3.1.18.8, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements and arrangements of Seller for the borrowing or lending of money, on a secured or unsecured basis, other than the obligations represented by Note 1, or guaranteeing, indemnifying or otherwise becoming liable for the obligations or liabilities of any other Person.

               3.1.18.9. Exhibit 3.1.18.9, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements and arrangements of Seller for the construction, modification or improvement of any building or structure, or the incurrence of any other capital expenditure, involving payments in excess of $5,000.

               3.1.18.10. Exhibit 3.1.18.10, is a true, correct and complete list and copy (or where they are oral, true, correct and complete written summaries) of all agreements and understandings of Seller other than those listed in Exhibits 3.1.18.1 through 3.1.18.9 which are material in nature, involve the payment or receipt, in any 12 month period, of more than $5,000, or have a term of more than 3 months.

     Each of the agreements, arrangements and understandings listed in Exhibits 3.1.18.1 through 3.1.18.10 (hereinafter collectively referred to as the “Commitments”) is in full force and effect, is valid and binding upon each of the parties thereto and is fully enforceable by Seller against the other party thereto in accordance with its terms. Seller has no notice of, or any reason to believe that there is or has been any actual, threatened or contemplated termination or modification of any of the Commitments. No party to any of the Commitments is in breach of or in default thereunder, nor has any event occurred which, with the lapse of time, notice or election, may become a breach or default by Seller or any other party to or under any of the Commitments. Seller has the right to quiet enjoyment of all real properties leased to it for the full term of the lease thereof. The execution, acknowledgement, sealing, delivery, and performance of this Agreement by the Seller and the consummation of the transactions contemplated by this Agreement (i) will not result in the breach or termination of or constitute a default under any Commitment, (ii) does not require the consent of any party to any of the Commitments, and (iii) will not give any such party the right to terminate any of the Commitments. All payments required to be made by Seller or any other party to any of the Commitments pursuant to any of the Commitments have been paid in full in accordance with the terms and conditions of the Commitments. The Commitments are in compliance with all applicable Laws of all Governments and Governmental Agencies and there are no Laws of any Government or Governmental Agencies, actions, suits, proceedings, arbitrations, orders, writs, or decrees in any such case existing or proposed, which adversely affect or might adversely affect Seller’s rights under any of the Commitments.

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          3.1.19. Insurance. Attached hereto as Exhibit 3.1.19.1 and incorporated by reference herein is a list of all insurance policies of Seller, setting forth with respect to each policy the name of the insurer, a description of the policy, the dollar amount of coverages, the amount of the premium, the date through which all premiums have been paid, and the expiration date. Each insurance policy relating to the insurance referred to in Exhibit 3.1.19.1 is in full force and effect, is valid and enforceable, and Seller is not in breach of or in default under any such policy. Seller has no notice of or any reason to believe that there is or has been any actual, threatened, or contemplated termination or cancellation of any insurance policy relating to the insurance referred to in Exhibit 3.1.19.1. Attached hereto as Exhibit 3.1.19.2 and incorporated by reference herein is a true, correct and complete list and summary of all claims which have been made under each insurance policy relating to the insurance referred to in Exhibit 3.1.19.1. Seller has not failed to give any notice or to present any claim under any insurance policy in a due and timely fashion.

          3.1.20. Benefit Plans. For purposes of the representations and warranties set forth in this Section 3.1.20, the term “Benefit Plans” is defined broadly to include all plans, programs, or arrangements (whether or not insured) which provide to employees pension, profit sharing, ESOP, stock option, incentive bonus, surgical or other physician, hospitalization, major medical, dental, optical, prescription drug, health insurance, life insurance, accidental death and dismemberment, short-term disability, long-term disability, sick leave, vacation, severance, supplemental unemployment, layoff, automobile, apprenticeship and training, day care, scholarship, or group legal benefits. No Benefit Plans are presently in effect with respect to Seller or are required to be offered by Seller either at the present time or in the future, under any current agreement, arrangement or understanding.

          3.1.21. Employee Relations and Employment Agreements.

               3.1.21.1. None of Seller’s employees is represented by a labor organization. No petition for representation has ever been filed with the National Labor Relations Board (the “NLRB”) with respect to Seller’s employees. Seller are not aware of any union organizational activity with respect to Seller and have no reason to believe that any such activity is being contemplated.

               3.1.21.2. Seller is not in violation of applicable equal employment opportunity laws, wage and hour laws, occupational safety and health laws, federal labor laws, or any other Laws of any Government or Governmental Agency relating to employment. Seller has disclosed to the Buyer the status of all investigations, claims, charges, and employment-related suits or controversies which have occurred with respect to Seller within the last 3 years or which are presently pending or threatened with respect to Seller under any employment-related Law of any Government or Governmental Agency (including common law). Seller has satisfied and performed fully all judgments, decrees, conciliation agreements, or settlement agreements by which it is bound or to which it is subject concerning employment-related matters and each such judgment, decree, or agreement is disclosed on Exhibit 3.1.21.1.

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               3.1.21.3. Seller has not entered into any employment agreement and all employees can be terminated at will. Seller has no contractual obligation or special termination or severance arrangement in respect of any employee.

               3.1.21.4. Seller has paid all wages due (including all required taxes, insurance, and withholding thereon) through the Closing Date. Exhibit 3.1.21.4 attached hereto and incorporated by reference herein sets forth all accrued vacation, accrued sick leave, and accrued bonuses (including pro rata accruals for a period of a year) due to employees of Seller as of the Closing Date.

               3.1.21.5. Exhibit 3.1.21.5 attached hereto and incorporated by reference herein sets forth each Seller employee’s date of hire, position, present salary, amount of bonus paid in the past year, and announced termination date (if any). The Seller have provided to the Buyer access to the personnel files and employment records of all Seller employees.

          3.1.22. Patents; Trademarks; Related Contracts. Attached hereto as Exhibit 3.1.22 and incorporated by reference herein, is a true, correct and complete list of all of Seller’s patents, trademarks, tradenames, or trademark or tradename registrations, service marks, and copyrights or copyright registrations (the “Proprietary Rights”). All of Seller’s Proprietary Rights are valid, enforceable, in full force and effect and free and clear of any and all security interests, liens, pledges and encumbrances of any nature or kind. Seller has not licensed, leased or otherwise assigned, transferred or granted any right to use any of its Proprietary Rights to any other Person, and no Person is infringing upon Seller’s Proprietary Rights. Seller has not infringed and is not infringing upon any patent, trademark, tradename, or trademark or tradename registration, service mark, copyright, or copyright registration of any other Person.

          3.1.23. Books and Records; Fiscal Year; Method ofAccounting. Seller has made available to the Buyer all of its tax, accounting, corporate and financial books and records. The books and records pertaining to Seller’s business made available to the Buyer are true, correct and complete, have been maintained on a current basis, and fairly reflect the basis for Seller’s financial condition and results of operations as set forth in the Financial Statements and the Interim Statements. Seller has consistently used the fiscal year ended December 31 as its taxable year, and has consistently used the cash method as its method of accounting for tax purposes.

          3.1.24 Bank Accounts and Safe Deposit Arrangements. At Closing on the Closing Date, Seller’s Bank Accounts shall reflect cash on hand of no less then $398,172.00.

          3.1.25. Absence of Certain Changes or Events. Since 2002 except as set forth in Exhibit 3.1.25 attached hereto and incorporated by reference herein, Seller has not:

               3.1.25.1. Incurred any indebtedness, obligation or liability (contingent or otherwise), except normal trade or business obligations incurred in the ordinary course of its business, none of which was entered into for inadequate consideration and none of which exceeds $1,000 in amount.

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               3.1.25.2. Discharged or satisfied any security interest, lien or encumbrance or paid any indebtedness, obligation or liability (contingent or otherwise), except (A) current liabilities and (B) scheduled payments pursuant to obligations under contracts, agreements, or leases listed in Exhibits 3.1.18.6 through 3.1.18.10.

               3.1.25.3. Mortgaged, pledged, or subjected to lien, charge, security interest, or other encumbrance any of its assets or properties.

               3.1.25.4. Sold, assigned, transferred, leased, disposed of, or agreed to sell, assign, transfer, lease, or dispose of, any of its assets or properties.

               3.1.25.5. Acquired or leased any assets or property of any other Person.

               3.1.25.6. Cancelled or compromised any debt or claim.

               3.1.25.7. Waived or released any rights.

               3.1.25.8. Transferred or granted any rights with respect to know-how or any rights existing under any leases, licenses, agreements, inventions, or any of the Proprietary Rights.

               3.1.25.9. Granted or made any contract, agreement, promise or commitment to grant any wage, salary or employee benefit increase to, or entered into any employment contract, bonus, stock option, profit sharing, pension, incentive, retirement or other similar arrangement or plan with, any officer, employee or other Person.

               3.1.25.10. Entered into any collective bargaining agreement or made any commitment or incurred any liability to any labor organization.

               3.1.25.11. Made any capital expenditure in excess of $5,000 or entered into any commitment therefor.

               3.1.25.12. Suffered any casualty loss or damage, whether or not such loss or damage is or was covered by insurance.

               3.1.25.13. Suffered any adverse change in its operations, earnings, assets, liabilities, properties, or business or in its condition (financial or otherwise).

               3.1.25.14. Changed the nature of its business or its method of accounting.

               3.1.25.15. Other than in the ordinary course of business, entered into any transaction, contract, or commitment.

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               3.1.25.17. Suffered a loss of any supplier or suppliers, which loss (individually or in the aggregate) has had, or may have, an adverse effect on its financial condition, results of operations, business, or prospects.

               3.1.25.18. Suffered any material adverse change in its assets or liabilities, in its condition, financial or otherwise, or in its business, properties, earnings or net worth.

          3.1.26. Insider Transactions. Attached hereto as Exhibit 3.1.26 and incorporated by reference herein is a true, correct and complete list of the following:

               3.1.26.1. The amounts and other essential terms of indebtedness or other obligations, agreements, undertakings, liabilities or commitments (contingent or otherwise) of Seller to or from any past or present officer, director, member, stockholder or any Person related to, controlling, controlled by or under common control with any of the foregoing (collectively, “Control Persons”).

               3.1.26.2. All transactions between each Control Person and Seller since Seller’s date of incorporation, and all proposed or contemplated transactions with each Control Person, together with the essential terms thereof.

          3.1.27. Adverse Conditions. Seller has no knowledge of any present or future condition, state of facts or circumstances which has affected or may affect adversely the business of Seller or prevent Seller from carrying on its business.

          3.1.28. Full Disclosure. This Agreement (including the Exhibits hereto) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained herein not misleading. There is no fact known to Seller that is not disclosed in this Agreement which materially adversely affects the accuracy of the representations and warranties contained in this Agreement or Seller’s financial condition, results of operations, business, or prospects.

          3.1.29. Negotiations with Other Persons. Seller will not, and will not permit others to, initiate, encourage the initiation by others, or participate in any discussions or negotiations with any other Persons relating to the sale or other disposition of any of the capital stock of Seller or any assets of Seller, and will promptly notify the Buyer if any Person initiates such discussions or negotiations with them or Seller.

          3.1.30. No Brokerage. Seller has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, agent’s commissions, or the like in connection with this Agreement or the transactions contemplated hereby.

     3.2. Representations and Warranties of the Buyer. The Buyer represents and warrants to Seller that:

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          3.2.1. Due Organization; Good Standing; Power. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Buyer has all requisite corporate power to enter into this Agreement and to perform its obligations hereunder.

          3.2.2. Authorization and Validity of Documents. The execution, acknowledgement, sealing, delivery, and performance of this Agreement by the Buyer, and the consummation by the Buyer of the transactions contemplated hereby, have been duly and validly authorized by the Buyer. This Agreement has been duly executed, acknowledged, sealed and delivered by the Buyer and is a legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors’ rights generally.

          3.2.3. Investment Intent. The Buyer is acquiring the Seller’s shares by way of merger for investment only, for the Buyer’s own account, and not with a view to, for offer for sale or for sale in connection with, the distribution or transfer thereof. The Seller’s Shares are not being purchased for subdivision or fractionalization thereof; and the Buyer has no contract, undertaking, agreement or arrangement with any Person to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such Person any of the Seller’s Shares which the Buyer is acquiring hereunder, and the Buyer has no present plans or intention to enter into any such contract, undertaking, agreement or arrangement.

          3.2.4. No Brokerage. The Buyer has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, agent’s commissions, or the like in connection with this Agreement or the transactions contemplated hereby.

     4. Additional Covenants of the Parties — At the Closing on the Closing Date.

     4.1. Release by Directors. The Buyer shall receive the release (the “Release”), in the form attached hereto as Exhibit 4.1 and incorporated by reference herein, executed, acknowledged, sealed and delivered by each of the individuals currently serving on the Seller’s Board of Directors (the “Directors”).

     4.2. Resignations of Officers and Directors of Seller. The resignation of each of Seller’s officers and directors effective at the Closing on the Closing Date in the form attached hereto as Exhibit 4.2 and incorporated by reference herein shall have been executed and delivered to Buyer by each such officer and director.

     5. Indemnification.

     5.1. Indemnification by Seller. The Seller shall defend, indemnify and hold harmless the Buyer, its officers, directors, stockholders, agents, servants and employees, and their respective heirs, personal and legal representatives, guardians, successors and assigns, from and against any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses (including attorneys’ and experts’ fees and court costs) of every kind and nature arising out of, resulting from, or in connection with:

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          5.1.1. Any misrepresentation or breach by Seller of any representation or warranty contained in this Agreement.

          5.1.2. Any nonfulfillment, failure to comply or breach by Seller of or with any covenant, promise or agreement of the Seller contained in this Agreement.

     5.2. Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless the Seller and its respective heirs, personal and legal representatives, guardians, successors and assigns, from and against any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses (including attorneys’ and experts’ fees and court costs) of every kind and nature arising out of, resulting from, or in connection with:

          5.2.1. Any misrepresentation, omission or breach by Buyer of any representation or warranty contained in this Agreement.

          5.2.2 Any nonfulfillment, failure to comply or breach by the Buyer of or with any covenant, promise or agreement of the Buyer contained in this Agreement.

     6. Termination of Agreement.

     This Agreement may be terminated as follows:

     6.1 By Buyer:

          6.1.1 Breach. If Seller shall have breached any covenant, representation, warranty or agreement herein, Buyer shall have the right to terminate this Agreement if Seller is unable to cure such breach within 5 days after written notice of such breach is given to Seller by Buyer.

     6.2 By Seller:

          6.2.1 Breach. If Buyer shall have breached any covenant, representation, warranty or agreement herein, Seller shall have the right to terminate this Agreement if Buyer is unable to cure such breach within 5 days after written notice of such breach is given to Buyer by Seller.

     6.3 By Either Party: If mutually agreed or if the transaction contemplated hereby is not closed by July 31, 2003.

     6.4 Effects of Termination. Upon termination, this Agreement shall be of no further force and effect, the parties shall have no further duties to each other, and any proprietary or confidential information will be delivered to the Party which delivered it.

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     7. Miscellaneous.

     7.1. Survival of Representations, Warranties, and Agreements. All of the representations, warranties, covenants, promises and agreements of the parties contained in this Agreement (or in any document delivered or to be delivered pursuant to this Agreement or in connection with the Closing) shall survive the execution, acknowledgement, sealing and delivery of this Agreement and the consummation of the transactions contemplated hereby.

     7.2 Definitions. As used throughout this Agreement, the following terms have the following meanings:

     “Affiliate” has the meaning ascribed to such term in Rule 405 promulgated under the Securities Act, as such rule is in effect on the date hereof.

     “Person” means an individual, partnership, corporation, trust, unincorporated organization, government, or agency or political subdivision of a government.

     “SEC” means the Securities and Exchange Commission, or any other Federal agency at the time administering the Securities Act or the Exchange Act.

     “Securities Act” means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the relevant time.

     7.3 Notices. All notices, requests, demands, consents, and other communications which are required or may be given under this Agreement (collectively, the “Notices”) shall be in writing and shall be given either (a) by personal delivery against a receipted copy, or (b) by certified or registered U.S. mail, return receipt requested, postage prepaid or (c) by facsimile transmission to a party’s fax number listed below, to the following addresses:

(i)     If to Seller:

Western Gold Resources, Inc.
Attn: Roy Shipes
8040 S. Kolb Road,
Tucson, AZ 8570

(ii)   If to the Buyer:

Atlas Precious Metals, Inc.
Attn: Gary Davis
10920 W. Alameda, Suite 205
Lakewood, Colorado 80226

with a copy to:

Nathan L. Stone, Esq.
Jackson Kelly PLLC
1099 18th Street, Suite 2150r
Denver, Colorado 80202

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or to such other address of which written notice in accordance with this Section 7.3 shall have been provided by such party. Notices may only be given in the manner hereinabove described in this Section 7.3 and shall be deemed received when given in such manner.

     7.4. Entire Agreement. This Agreement (including the Exhibits hereto) constitutes the full, entire and integrated agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, correspondence, understandings and agreements among the parties hereto respecting the subject matter hereof.

     7.5. Assignability. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto; provided, however, that the Buyer may, without the prior written consent of any other party, assign its interest in this Agreement to any Affiliate of the Buyer if such Affiliate undertakes to perform the Buyer’s obligations hereunder that shall have been so assigned, and upon, from and after such assignment the Buyer shall have no further liabilities, obligations or duties in respect of the rights, obligations and duties so assigned.

     7.6. Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto, each other Person who is indemnified under any provision of this Agreement, and their respective heirs, personal and legal representatives, guardians, successors and, in the case of Buyer, its permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights, remedies, obligations, or liabilities.

     7.7. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, without invalidating or rendering unenforceable the remaining provisions of this Agreement.

     7.8. Amendment; Waiver. No provision of this Agreement may be amended, waived, or otherwise modified without the prior written consent of all of the parties hereto. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement herein contained. The waiver by any party hereto of a breach of any provision or condition contained in this Agreement shall not operate or be construed as a waiver of any subsequent breach or of any other conditions hereof.

     7.9. Section Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

     7.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

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     7.11. Applicable Law. This Agreement is made and entered into, and shall be governed by and construed in accordance with, the laws of the State of Colorado.

     7.12. Remedies. The parties hereto acknowledge that the Seller’s Shares are unique; that any claim for monetary damages may not constitute an adequate remedy; and that it may therefore be necessary for the protection of the parties and to carry out the terms of this Agreement to apply for the specific performance of the provisions hereof. It is accordingly hereby agreed by all parties that no objection to the form of the action or the relief prayed for in any proceeding for specific performance of this Agreement shall be raised by any party, in order that such relief may be expeditiously obtained by an aggrieved party. All parties may proceed to protect and enforce their rights hereunder by a suit in equity, transaction at law or other appropriate proceeding, whether for specific performance or for an injunction against a violation of the terms hereof or in aid of the exercise of any right, power or remedy granted hereunder or by law, equity or statute or otherwise. No course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice its rights, powers or remedies, and no right, power or remedy conferred hereby shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

     7.13. Further Assurances. The Seller hereby agrees to execute, acknowledge, seal and deliver, after the date hereof, without additional consideration, such further assurances, instruments and documents, and to take such further actions, as the Buyer may request in order to fulfill the intent of this Agreement and the transactions contemplated hereby.

     The parties have executed and delivered this Agreement under seal, with the intention of making it a sealed instrument, on the date first above written.

Seller:
WESTERN GOLD RESOURCES, INC.


By:/s/ Harold R. Shipes   
     Harold R. Shipes
     President Buyer:
ATLAS MINERALS INC.


By: /s/ Gerald Davis    
      Gerald Davis
      President

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EX-10

Exhibit 10.17

Subscription Agreement
Atlas Minerals Inc.,
A Colorado Corporation

Atlas Minerals Inc. (the “Company”) is offering to sell to the undersigned investor, Thomas G. Kiser, one hundred thousand (100,000) shares of common stock of the Company $.01 par value ("the Shares") for an aggregate purchase price of $25,000.

Representations and Warranties:

In connection with the delivery of the Shares, the undersigned hereby represents and warrants to the Company that:

1.   The undersigned understands that the Shares offered hereunder have not been approved or disapproved by the Securities and Exchange Commission or any State Securities Commission nor has the Securities and Exchange Commission or any State Securities Commission passed upon the accuracy of any information provided to the undersigned or made any finding or determination as to the fairness of the offering of the Shares of the Company.

2.   The undersigned affirms that all information that the undersigned has provided to the Company either directly, or indirectly, concerning the undersigned, the undersigned’s financial position and the undersigned’s knowledge of financial and business matters is accurate and complete as of the date of this agreement.

3.   The undersigned is purchasing the Shares from the Company for the undersigned’s own account without the participation of any other person and with the intent of holding the Shares for investment and without the intent of participating directly or indirectly in a distribution of the Shares or any portion thereof, and not with a view to, or for resale in connection with, any distribution of the Shares or any portion thereof.

4.   The undersigned believes that, based on the undersigned’s business experience as an accredited investor and based on the undersigned’s economic bargaining power, the undersigned has been provided with all information or been given access to all information with respect to the Company, the planned future activities of the Company, its capital needs, its prospects for failure and success, and all such other factors that the undersigned considers material which might affect the undersigned’s decision whether to purchase the Shares on the undersigned’s behalf.

5.   The undersigned has met and had conversations with certain of the Company’s officers and shareholders, and has had the opportunity to ask questions of, and receive answers from, such persons concerning all aspects of the Company, including, without limitation, the Distribution of share ownership and the proposed use of proceeds from the sale of the Shares. The undersigned fully understands that this Offering has not been registered under the Securities Act of 1933, as amended (“the 1933 Act”), and in reliance upon exemptions therefrom, and accordingly, to the extent that the undersigned is not supplied with information which would have been contained in a registration statement filed under the Securities Acts, the undersigned must rely upon the undersigned’s own access to such information.

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6.   The undersigned has the right, power and authority to effect the purchase of the Shares and the purchase of the Shares does not violate any agreement, understanding or arrangement that the undersigned may have with any other party.

7.   The undersigned has previously invested in securities which were restricted as to their transfer and has reviewed and understands Rule 144 of the 1933 Act.

8.   The undersigned is an accredited investor, as such term is defined in Rule 501(a) promulgated by the Securities and Exchange Commission (the “Commission”) under the 1933 Act. The undersigned understands the risk of this investment, and has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Shares.

9.   The undersigned is not investing in the Shares based upon any representation, oral or written, by any person with respect to the future value, if any, of, or the income, if any, from the Shares. The undersigned has made an independent examination of, and judgment with respect to, the Company’s prospects and the Shares. The undersigned has been advised by the Company that the undersigned should consult with the undersigned’s legal and financial advisors with respect to the investment in the Shares offered by the Company.

10.   The undersigned is a resident of the State of Florida.

11.   The undersigned acknowledges that the undersigned must continue to bear the economic risk of the investment in the Shares for an indefinite period and recognizes that the Shares will be (i) sold without registration under any state or federal law relating to the registration of securities for sale; (ii) issued and sold in reliance on the exemption from registration provided by State securities laws and (iii) issued and sold in reliance on exemptions from registration provided by the 1933 Act and the General Rules and Regulations of the Commission promulgated thereunder.

12.   The undersigned will in any event offer, sell, pledge, convey or otherwise transfer the Shares or any portion thereof, only if (i) pursuant to an effective registration statement under the 1933 Act and any and all applicable state securities or Blue Sky laws or in a transaction which is otherwise in compliance with the 1933 Act and such laws; and (ii) the undersigned has furnished evidence satisfactory to the Company of compliance with the laws of such jurisdictions which, in the opinion of the Company, may be applicable, it being understood that the Company shall be entitled to require and rely upon an opinion of counsel satisfactory to it with respect to compliance with said laws.

13.   The undersigned is aware that the Company will be under no obligation and has no intention to register the Shares or any portion thereof, or to comply with any exemption available for the offer or sale of the Shares or any portion thereof, without registration, and that the information and conditions necessary to permit routine sales of the Shares, or any portion thereof, under Rule 144 of the 1933 Act are not now available and may not become available, and the Company is under no obligation to act in any manner so as to make Rule 144 available with respect to the Shares or any portion thereof.

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14.   The undersigned understands that a restrictive legend in substantially the following form will be imprinted on the certificates evidencing the Shares and stop transfer orders or other appropriate instructions to such effect will be maintained against the transfer of the Shares on the transfer records of the Corporation or its transfer agent.

“The securities represented by this Certificate have not been registered under the Securities Act of 1933 (the “1933 Act”). The Securities have been acquired for investment and may not be sold, transferred, pledged or otherwise disposed of in the absence of an effective Registration Statement for the securities under the 1933 Act or an opinion of counsel satisfactory to the issuer that the proposed disposition of the securities will not violate Section 5 of the 1933 Act.”

15.   The undersigned understands that the Shares are a highly speculative investment involving a high degree of risk and are suitable only for persons of substantial means who have no need for liquidity with respect to their investment in the Shares and who can afford a total loss of their entire investment without hardship.

16.   The undersigned is not aware of any remuneration or commission which is to be paid to any person, directly or indirectly, in connection with soliciting the purchase of the Shares.

17.   The undersigned understands that the undersigned or the undersigned’s representatives have been and will continue to be provided with access to the Company’s financial records.

18.   The undersigned shall indemnify and hold harmless the Company, its officers, directors and employees and any of its professional advisors, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney’s fees, to which they may become subject or which they may incur by reason of or in connection with any misrepresentation made by the undersigned herein, any breach of any of the undersigned’s representations or warranties made herein, or the undersigned’s failure to fulfill any of its covenants or agreements herein.

19.   The information about the Company which has been disclosed to the undersigned in connection with the undersigned’s purchase of the Shares is deemed to be “Confidential Information” of the Company, and the undersigned represents and warrants to, and hereby agrees with, the Company, that unless the Company has consented in writing to the contrary, the undersigned will use the undersigned’s best efforts not to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may be independently disclosed to the undersigned by any third party not itself in a confidential relationship with the Company, or (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party that is in a confidential relationship with the Company) of the undersigned, or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the public domain through action by anyone other than the undersigned. The representations, warranties, acknowledgments and covenants made by the undersigned herein extend to and apply to all of the Shares acquired by the undersigned. Execution of the documents evidencing the transfer of the Shares shall constitute a confirmation by the undersigned that all of the representations, warranties and covenants made herein shall be true and correct at such time.

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20.   Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or three (3) days after deposit in the United States Post Office, by registered or certified mail, addressed to a party at its address hereinafter shown below or at such address which party may designated by ten (10) days advance written notice to the other party.

21.   Applicable Law. This agreement shall be construed in accordance with and governed by the laws of the State of Colorado.

22.   Arbitration. The undersigned acknowledges and agrees that any controversy or claim arising our of or relating to this investment, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

23.   Headings. The headings used in this document are for organizational purposes only and should not be interpreted as altering in any way or eliminating provisions contained herein.

24.   Prior Documents Provided to Investor. This document is the only document which you should review regarding our business. Any and all previous documents, including offering circulars, prospectuses, business descriptions, subscription documents or other documents previously provided to you are inapplicable to our business and should not be relied upon.

25.   Entire Agreement. This agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supercedes any prior understandings, whether oral or written.

Notice to Residents of All States:
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Executed this 9^th day of September, 2003.

Name of Purchaser
By: Thomas G. Kiser
Signed: /s/ Thomas G. Kiser
Tax ID or Social Security Number ###-##-####
Executed at Clearwater Fl.
on this 9^th day of September, 2003.

Atlas Minerals Inc.
Accepted By: Gary E. Davis
Signed: /s/ Gary E. Davis
Title: President
Executed at Lakewood, Colorado
on this 9^th day of September, 2003.

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EX-10

Exhibit 10.18

CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT is entered into effective the 1^st day of October, 2003, by and between ATLAS MINERALS INC., a Colorado corporation (the “Company”) with principal offices at 10920 West Alameda Ave., Suite 205, Lakewood, Colorado 80226, and Thomas G. Kiser, an individual, with offices located at 3934 Pascay Ct., Holiday, FL 34691 (“Consultant”).

WITNESSETH

     WHEREAS, the Company desires to engage the Consultant to provide the Company with services upon the terms and conditions of this agreement; and

     WHEREAS, the Consultant desires to be engaged by the Company upon the terms and conditions of this agreement.

     NOW THEREFORE, in exchange for good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

1.   Services of Consultant.

     The Company hereby retains the services of Consultant, as an independent contractor, and the Consultant accepts the engagement by the Company.

2.   Term.

          2.1. The term of this Agreement shall begin upon the date of execution of this agreement and unless earlier terminated by the Company in accordance with the provisions of Section 2.2 hereof, shall terminate forty two (42) months after the date of execution of this agreement (the “Initial Term”), unless extended or renewed at the sole option of the Company. Upon the termination of this Agreement, the retention, agency, and Consultant’s independent contractor status shall end, unless a new, separate written agreement shall have been executed by all parties. In any event, Sections 6, 10 through 12 and 14 through 21 shall survive any termination of this Agreement.

          2.2. The Company shall have the sole and exclusive option to terminate this Agreement, effective the last day of any month, for any reason, with or without cause, upon written notice to the Consultant, delivered on or before the close of business on the effective date of termination. In the event the Company terminates this agreement, the Consultant shall be entitled to maintain the compensation set forth in paragraph 5.2 in proportion to the period of time in which services were provided by the Consultant.

3.   Consultant’s Status.

     It is understood and agreed that Consultant shall be at all times and for all purposes hereunder an independent contractor to the Company and under no circumstances shall be deemed an employee, partner or joint venturer of or with the Company. Consultant agrees that he shall not directly or indirectly imply or represent to others, or permit another to imply or represent to others, that Consultant has any authority to act for, represent or bind the Company in any matter by virtue of this Agreement. Consultant expressly agrees to indemnify and hold harmless the Company for any damages which may be sustained by the Company as a result of or arising out of any breach of the covenants set forth in this agreement.

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4.   Services of Consultant.

          4.1. Upon the request of the Company, Consultant shall render advice and assistance to the Company on various matters relating to the Company’s business, and in connection therewith, the Consultant shall provide ongoing general consulting services to the Company during the term of this agreement including but not limited to the following:

          4.1.1 Attend meetings of the Company's Board of Directors or Executive Committee(s) when requested by the Company;

          4.1.2 Attend Company meetings and, at the request of the Company, review, analyze, and provide reports on various matters, including but not limited to, development of mining properties, marketing of industrial products, and manufacturing of industrial mineral and other products;

          4.1.3 Consult with the Company concerning on-going strategic corporate and business planning and long-term use and development policies related to the Company’s mining claims, mining properties and/ or current and future products, including assistance with any of the Company’s construction or other needs;

          4.1.4 Consult with and advise the Company with regard to potential acquisitions or dispositions of mining claims and/or properties; and

          4.15 Assist the Company in obtaining local contractors, water supplies, location of properties, and transportation methods for its current and future business activities.

          4.2. In connection with the services to be rendered by Consultant, Consultant shall report to the Chief Executive Officer (“CEO”) and/or President or others as may be designated by either the CEO or President of the Company and shall consult with those individuals on behalf of the Company in connection with the development of a plan for the use, development, acquisition and/or sale of mining claims and/or properties, and all other related areas. Consultant agrees to make himself available to evaluate all proposals related to any acquisition or disposition of mining claims and/or properties undertaken by the Company.

          4.3. Consultant agrees to exercise his best efforts, skill and diligence in the performance of his services hereunder and shall perform all services in a good and workmanlike fashion.

          4.4. Consultant shall keep accurate records showing the quantity and date of time devoted to the services provided for herein and a description thereof, and shall present such records to the Company on request.

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          4.5. Anything to the contrary herein notwithstanding, it is agreed that Consultant’s services will not include any services that constitute the rendering of legal opinions, performance of work that is in the ordinary purview of a certified public accountant, or any work that is the ordinary purview of a registered broker/dealer.

5.  Compensation.

          5.1. The Consultant shall be promptly reimbursed for all reasonable and necessary business expenses incurred by the Consultant in connection with his rendering of services hereunder to the Company provided, however, that such expenses require the prior approval of the President of the Company and provided further that the Consultant shall only be reimbursed for such expenses as to which it presents the Company with receipts or other reasonable substantiation thereof.

          5.2. For all services to be rendered by Consultant during the Initial Term, the Company agrees to issue to Consultant three hundred thousand (300,000) shares of the $0.01 par value Common Stock (“Common Stock”) of the Company.

          5.3. The Consultant shall pay all applicable taxes that are assessed against him as a result of his receipt of compensation under this Agreement, and the Company shall not withhold any such taxes from the compensation paid to the Consultant. Consultant agrees to indemnify and hold harmless the Company, together with its officers and directors, with respect to any such taxes or other assessments that may be due and payable as a result of the payment or receipt of compensation hereunder.

6.  Covenants of Consultant.

          6.1. In connection with his performance hereunder, Consultant shall not make any untrue statement of a material fact regarding the Company or omit to state a material fact necessary in order to make any statement regarding the Company made by the Consultant not misleading.

          6.2. The Consultant agrees to indemnify, defend and hold harmless the Company, and its officers, directors, shareholders, agents, employees (hereafter “Affiliates”), attorneys, successors and assigns, from and against, and pay or reimburse each of them, for any and all claims, losses, damages, judgments, amounts paid in settlement, costs, and legal, accounting or other expenses (collectively “Losses”) that any of them may sustain or incur as a result of any misrepresentation, and inaccuracy in, or any breach of, any warranty or representation or any nonperformance of any covenant or other obligation on the part of the Consultant contained in this Agreement, or that may arise out of or relate to a claim or claims by any individual or entity other than Consultant to fees, commissions or expenses arising out of or related to services performed by or at the direction of Consultant.

7.  Registration Rights.

          7.1. On or before the expiration of sixty days after the date of execution of this agreement, the Company shall cause to be prepared and filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-8 registering for sale the shares of Common Stock issuable in accordance with the provisions of Section 5.2 (the “Registration Statement”).

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          7.2. In connection with the preparation and filing of the Registration Statement, the Company agrees to: (i) use its best efforts to cause such Registration Statement to become and remain effective; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period of not less than one hundred eighty (180) days; (iii) furnish to the Consultant such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and such other documents as Consultant may reasonably request in order to facilitate the disposition of the shares of Common Stock; and (iv) use its best efforts to register and qualify the shares of Common Stock covered by such Registration Statement under the Blue Sky laws of the State of Colorado for the distribution of the securities covered by the Registration Statement. The Consultant agrees to cooperate in all reasonable respects with the preparation and filing of the Registration Statement.

          7.3. All fees and other expenses incurred in connection with the registration, offering and distribution of the shares of Common Stock shall be borne by the Company, including, without limitation, fees of the Company’s legal counsel, Securities and Exchange Commission filing fees, Blue Sky filing fees, printing costs, accounting fees, costs, transfer agent fees, and any other miscellaneous costs and disbursements. Consultant shall be liable for any and all underwriting discounts, brokerage commissions or other fees or expenses incurred in connection with the sale or other disposition by Consultant of the shares of Common Stock covered by the Registration Statement.

          7.4. To the extent permitted by law, Consultant will indemnify and hold harmless the Company and its directors, officers, employees, agents and representatives, as well as its controlling persons (within the meaning of the Securities Act of 1933 as amended (“the Act”)) against any losses, claims, damages, liabilities, or expenses, including without limitation, attorney’s fees and disbursements, which arise out of or are based upon any violation by Consultant of the Act or under the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder applicable to Consultant, or arise out of or are based upon any untrue statement or omission of Consultant in any Subscription Agreement between the Company and Consultant, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission, or alleged omission was made in such Registration Statement in reliance upon and in conformity with information furnished by Consultant in writing, expressly for use in connection with such Registration Statement.

          7.5. To the extent permitted by law, the Company will indemnify and hold harmless Consultant, including his employees, agents, and representatives, against any losses, claims, damages, liabilities, or expenses, including without limitation attorney’s fees and disbursements, to which Consultant may become subject under the Act to the extent that such losses, claims, damages or liabilities arise out of or are based upon any violation by the Company of the Act or under the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder applicable to the Company, or arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this paragraph shall not apply to any loss, damage or liability to the extent that same arises out of or is based upon an untrue statement or omission made in connection with such Registration Statement in reliance upon and in conformity with information furnished in writing expressly for use in connection with such Registration Statement by Consultant.

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          7.6. Consultant undertakes to comply with all applicable laws governing the distribution of securities in connection with Consultant’s sale of common stock of the Company acquired pursuant to the terms of this Agreement, including, without limitation, Rule 10(b)-6 under the Securities Exchange Act of 1934, and to notify the Company of any changes in Consultant’s plan of distribution, including the determination of the public offering price and any dealer concession or discount so that the Company can sticker or amend the Registration Statement as the Company deems appropriate in its sole discretion.

8.   Performance and Other Engagements.

          During the term of this Agreement, the Consultant will provide services to the Company from time to time as requested by the Company’s Board of Directors. Consultant shall provide the Company with up to forty hours (40) of services per month at such times and at such places as requested by the Company’s Board of Directors.

9.  Representations and Warranties of the Consultant.

          9.1. The Consultant hereby represents and warrants to the Company that there are no agreements or binding obligations enforceable against the Consultant that would be violated by his entering into this Agreement or providing the services to be provided hereunder.

          9.2.No Other Information Relied Upon

          Consultant represents, warrants and agrees that he has been afforded the opportunity to make, and has made, all such investigation of the Company and its financial condition, business affairs and prospects as it deems appropriate. Consultant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the Company and the shares of the Company’s Common Stock issuable hereunder. Consultant acknowledges that the Company has made available to him the opportunity to obtain additional information to evaluate the merits and risks of this Agreement. Consultant acknowledges that he has had the opportunity to ask questions of the Company and, to the extent he availed himself of such opportunity, Consultant received satisfactory answers from the Company, its affiliates, associates, officers and directors.

          9.3. Nature of the Risk.

          Consultant represents, warrants and agrees that he understands that the Company's business is, by its nature, speculative; that Consultant is aware that the financial resources of the Company are extremely limited and that it is very likely that the Company will require additional capital, and there is no assurance that such capital will be available if necessary; that Consultant is familiar with the high degree of risk that is involved in the Company’s business, and that Consultant is financially able and willing to accept the substantial risk involved in such investment, including the risk of loss of the entire amount of his compensation.

          9.4. Unregistered Stock.

          Consultant represents that he understands that the Company's stock issuable hereunder has not been registered for sale under federal or state securities laws and that such securities are being issued to Consultant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Consultant understands that in order to satisfy such requirement he must be acquiring the stock with no view to making a public distribution of said securities, and the representations and warranties contained in this Section 9 are given with the intention that the Company may rely thereon for purposes of claiming such exemption; and that he understands that he must bear the economic risk of his investment in the stock issuable hereunder, for a substantial period of time, because neither has been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.

          9.5. Stock Acquired for Investment: Limitations on Disposition.

          Consultant represents that he is acquiring the Common Stock for his own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Act. Consultant agrees that the Common Stock will not be offered for sale, sold or otherwise transferred for value, and that no transfer thereof will be made by the Consultant unless (i) a registration statement with respect thereto has become effective under the Act, or (ii) there is presented to the Company an opinion of counsel for Consultant reasonably satisfactory to the Company that such registration is not required, or (iii) there is presented to the Company a letter from the SEC (said Commission having been informed of all relevant circumstances) to the effect that in the event either the Common Stock is transferred by Consultant without such registration, the Commission or its staff will not recommend any action. Consultant further agrees that the Common Stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for the Company, such sale or disposition does not and will not violate any provisions of any federal or state securities law or regulation. Consultant consents that any transfer agent of the Company may be instructed not to transfer any of the Common Stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificate (or instruments issued in substitution thereof) the Company’s regular legend regarding the sale of restricted securities.

          9.6. The Consultant shall pay all applicable taxes that are assessed against him as a result of the receipt of compensation under this Agreement, and the Company shall not withhold any taxes from the compensation paid thereunder to the Consultant.

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10.  Confidentiality.

     Consultant, for himself and his employees, covenants with the Company that all information concerning its methods, processes, plans of acquisition, research, markets, plans, strategies, prospective claims, customers, clients and vendors collectively are and constitute the trade secrets and confidential proprietary information of the Company. Consultant covenants and agrees, for himself and his employees, that he will not (except as required in the course of his services for the Company), during the term of this Agreement or thereafter, communicate or divulge to, or use for the benefit of himself or any other person, firm, association, or corporation, without the consent of the Company, any trade secrets or confidential and proprietary information of the Company or other confidential matters possessed, owned, or used by the Company that may be communicated to, acquired by, or learned of by him or his employees in the course of or as a result of his services for the Company. All records, disks, tapes, stored information on any medium, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, documents, equipment, and the like, relating to the business of the Company, which Consultant or his employees shall use or prepare or come into contact with, shall remain the sole property of the Company, and upon termination of this Agreement, shall, together with all copies in the possession of Consultant, be delivered to the Company.

     Notwithstanding the foregoing, the restrictions on disclosure and use of information and materials as set forth in this Section 10 shall not apply to the following, and the following is not confidential or proprietary information: (1) any information or materials which were generally available to the public at the time made available to Consultant by the Company; (2) any information or materials which become, without breach of this Section 10 and through no fault of Consultant, generally available to the public; (3) any information or materials which Consultant has received from other sources prior to the date of this Agreement, subject to no restrictions on disclosure applicable to Consultant; and (4) any information or materials which Consultant at any time lawfully obtains from a third party and who is not under any obligation of secrecy or confidentiality to the Company, under circumstances permitting disclosure by Consultant to others without restriction.

11.  Non-Interference with Employees.

          11.1. Consultant covenants with the Company that employees of or consultants to the Company and employees of and consultants to firms, corporations or entities affiliated with the Company have, of necessity, been exposed to and have acquired certain knowledge, understandings, and know-how concerning the Company’s business operations which is confidential information and proprietary to the Company.

          11.2. In order to protect the Company’s confidential information and to promote and insure the continuity of the Company’s contractual relations with its employees and consultants, Consultant covenants and agrees that for the term of this Agreement, and for a period of sixty (60) months from the date this Agreement terminates, he will not directly or indirectly, or permit or encourage others to directly or indirectly (i) interfere in any manner whatsoever with the Company’s contractual or other relations with any or all of its employees or consultants, or (ii) induce or attempt to induce any employee or consultant to the Company to cease performing services for or on behalf of the Company.

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     11.3. In the event any court of competent jurisdiction determines or holds that all or any portion of the covenants contained in this Section 11 are unlawful, invalid, or unenforceable for any reasons, then the parties hereto agree to modify the provisions of this Section 11 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

12.  Clients, Customers and Properties.

          12.1. Consultant covenants with the Company that the clients, customers and the owners of any properties in which the Company has or desires to acquire an interest (“Property Owners”), both actual and contemplated, constitute actual and prospective business relationships that are proprietary to the Company and comprise, in part, the Company’s confidential information and trade secrets.

          12.2. In order to protect the Company’s proprietary rights and to promote and ensure the continuity of the Company’s contractual relations with its customers, clients and Property Owners, Consultant covenants and agrees that for the term of this Agreement, and for a period of sixty (60) months from the date this Agreement terminates, he will not directly or indirectly, or permit or encourage others to directly or indirectly (i) interfere in any manner whatsoever with the Company’s contractual or prospective relations with any clients, customers or Property Owners, or (ii) induce or attempt to induce any client, customer or Property Owners of the Company to cease doing business with the Company, or (iii) solicit, offer to retain, or retain, or in any other manner engage or enter into any business or other arrangement with any of the Company’s customers, clients or Property Owners to provide or acquire any services, products or properties to or from any of such customers, clients or Property Owners as they may from time to time exist or be constituted, except and unless such arrangements for the provision or acquisition of products, services or properties is not in any way competitive with the products, services or properties actually provided or acquired by the Company to or from its clients, customers and/or Property Owners or proposed to be provided or acquired by the Company to or from its clients, customers and/or Property Owners.

          12.3. In the event any court of competent jurisdiction determines or holds that all or any portions of the covenants contained in this Section 12 are unlawful, invalid or unenforceable for any reason, then the parties hereto agree to modify the provisions of this Section 12 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

13.  Affiliates of Consultant.

          Consultant agrees that the Covenants set forth in Sections 9, 10, 11 and 12 of this Agreement are applicable to and binding upon any and all of Consultant’s agents, employees, consultants and advisors (hereafter “Affiliates”). Consultant agrees that he will not permit any Affiliate to perform services hereunder nor permit the disclosure of any Company trade secret, proprietary or confidential information to any Affiliate until and unless such Affiliate agrees in writing to be bound by the terms and conditions of Sections 9, 10, 11 and 12 of this Agreement.

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14.  Attorney’s Fees.

          In the event there is any litigation or arbitration between the parties concerning this Agreement, the successful party shall be awarded reasonable attorney’s fees and litigation or arbitration costs, including the attorney’s fees and costs incurred in the collection of any judgment.

15.  Notices.

          All notices required or permitted hereunder shall be sufficient if delivered personally or mailed to the parties at the address set forth below or at such other address as either party may designate in writing from time to time. Any notice by mailing shall be effective 48 hours after it has been deposited in the United States certified mail, return receipt requested, duly addressed and with postage prepaid.

16.  Partial Invalidity.

          If any provisions of this Agreement are in violation of any statute or rule of law of any state or district in which it may be sought to be enforced, then such provisions shall be deemed null and void only to the extent that they may be in violation thereof, but without invalidating the remaining provisions.

17.  Binding Effect.

          This Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their heirs, personal representatives, successors and assigns.

18.  Waiver.

          No waiver of any breach of any one of the agreements, terms, conditions or covenants of this Agreement by the Company shall be deemed to imply or constitute a waiver of any other agreement, term, condition or covenants of this Agreement. The failure of either party to insist on strict performance of any agreement, term, condition or covenant, herein set forth, shall not constitute or become construed as a waiver of the rights of either or the other thereafter to enforce any other default of such agreement, term, condition or covenant; neither shall such failure to insist upon strict performance be deemed sufficient grounds, to enable either party hereto to forego or subvert or otherwise disregard any other agreement, term, condition or covenants of this Agreement.

19.  Governing Law.

          This Agreement and the rights and duties of the parties shall be construed enforced in accordance with the laws of the State of Colorado.

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20.  Fax/Counterparts.

     This Agreement may be executed by telex, telecopy or other facsimile transmission, and such facsimile transmission shall be valid and binding to the same extent as if it were an original. Further, this Agreement may be signed in one or more counterparts, all of which when taken together shall constitute the same document.

21.  Entire Agreement.

          This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. There are no representations, warranties, conditions or obligations except as herein specifically provided. Any amendment or modification hereof must be in writing.

     IN WITNESS WHEREROF, the parties have duly executed this Agreement effective on the day and year first above written.

ATLAS MINERALS INC.

By: /s/ Gary E. Davis    
     Gary E. Davis, President

CONSULTANT:

/s/ Thomas G. Kiser  
      Thomas G. Kiser

EX-21

EXHIBIT 21.0

SUBSIDIARIES OF THE COMPANY

White Cliffs Mining, Inc., 100%-owned by the Company.
Incorporated in Arizona.
Also does business under the name White Cliffs and White Cliffs Mining.

EX-31

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGEACT 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. (the "small business issuer");

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 small business issuer as of, and for, the periods presented in this annual report.

4.    I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986];

c)    Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.    I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: April 12, 2004

By:   /s/ Gerald E. Davis                                       
        Gerald E. Davis
        Chief Executive Officeer and Chief Financial Officer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Atlas Minerals Inc. (the “Company”) on Form 10-KSB for the period ending December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerald E. Davis, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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

Date: April 14, 2004

A signed original of this written statement required by Section 906 has been provided to Atlas Minerals Inc. and will be retained by Atlas Minerals Inc. and furnished to the Securities and Exchange Commission or its staff upon request.