As filed with the Securities and Exchange Commission on May 15, 2003

                                                            File No.____________

================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

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

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

            Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
          (Address of principal executive offices, including zip code)


                        ADVISORY AND CONSULTING AGREEMENT
                            (Full title of the plan)


                                 GERALD E. DAVIS
                      President and Chief Financial Officer
            Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
                                 (303) 306-0823
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------

                                   Copies to:
                              Nathan L. Stone, Esq.
                               Jackson Kelly, PLLC
                          1099 18th Street, Suite 2150
                                Denver, CO 80202
                                 (303) 390-0003
                              (303) 390-0177 (Fax)
                                 ---------------

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

======================================================= =============== ============= ============== =============
                                                                          Proposed
                                                                          Maximum       Proposed
               Title of Securities to Be Registered                       Offering       Maximum      Amount of
                                                         Amount to Be      Price        Aggregate    Registration
                                                          Registered     Per Share      Offering         Fee
                                                                                          Price
------------------------------------------------------- --------------- ------------- -------------- -------------
<S>                                                     <C>             <C>           <C>            <C>
Common Stock, $.01 par value per share, authorized
for issuance under the plan:                              50,000 (1)     $    0.18 (2) $   9,000     $    0.83
------------------------------------------------------- --------------- ------------- -------------- -------------
(1)  Represents  50,000  shares  of  Common  Stock,  $.01 par value per  share,  to be issued to a  consultant,  as
     compensation for services rendered.
(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities
     Act of 1933, as amended.  The calculation of the  registration  fee is based on a per share price of $0.18 per
     share,  which was the average of the high and low sales prices for the Common Stock of the Registrant on April
     30, 2003 as reported for that date on the OTC Bulletin Board.

</TABLE>


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION

The Registrant is offering shares of its Common Stock, $.01 par value per share,
to  a  consultant  for  consulting  and  advisory  services   performed  on  the
Registrant's  behalf.  This  issuance  of shares  is being  made  pursuant  to a
Consulting  Agreement  between the Registrant and Consultant dated and effective
as of February 16, 2000 (the "Plan").  The  Registrant has equated the number of
shares of Common  Stock to be  issued  pursuant  to the Plan to the value of the
advisory or consulting  services  provided or to be provided by the  Consultant.
The shares of Common Stock issued  hereunder  to the  Consultant,  who is not an
affiliate of the Registrant as defined in Rule 405 of the  Securities  Act, will
not be subject  to any  resale  restrictions.  The Plan is not  qualified  under
ERISA.

The consulting or advisory  services for which these shares are being issued are
not in  connection  with any offer or sale of  securities  in a  capital-raising
transaction  and do not directly or indirectly  promote or maintain a market for
the securities of the Registrant.

The Plan is not qualified under Section 401(a) of the Internal Revenue Code. The
Consultant,  therefore,  will be deemed to recognize  ordinary income during the
taxable year in which the first of the following  events occurs:  (a) the shares
become  freely  transferable;  or  (b)  the  shares  cease  to be  subject  to a
substantial  risk  of  forfeiture.  Accordingly,  the  Consultant  will  receive
compensation  taxable at ordinary  rates  equal to the fiar market  value of the
shares  on the  date of  receipt  since  there  will be no  substantial  risk of
forfeiture  or other  restrictions  on transfer in  existence  on the date.  The
Consultant  is urged to consult  his tax advisor on this  matter.  The amount of
income recognized by the Consultant  hereunder will be an expense  deductible by
the  Registrant  for federal  income tax  purposes  in the  taxable  year of the
Registrant in which the Consultant recognizes income.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The  Consultant  shall be  provided  a  written  statement  advising  him of the
availability  without  charge,  upon written or oral  request,  of the documents
incorporated  by reference in Item 3 of Part II of the  registration  statement,
and stating  that these  duments are  incorporated  by  reference in the Section
10(a)  prospectus.  The statement also shall indicate the  availability  without
charge,  upon  written  or oral  request,  of  other  documents  required  to be
delivered to employees  pursuant to Rule 428(b). The statement shall include the
address (giving title or department)  and telephone  number to which the request
is to be directed.

                                       1
<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  are hereby  incorporated by reference in this  Registration
Statement:

     (a)  The Registrant's Annual Report on Form 10-KSB filed on March 28, 2003,
          for the fiscal year ended December 31, 2002;

     (b)  The  description  of the  Registrant's  Common Stock  contained in the
          Registration Statement on Form 10, including any amendments or reports
          filed for the purpose of updating such description;

     (c)  The  Registrant's  Quarterly  Report on Form  10-QSB  filed on May 13,
          2003, for the quarterly period ended March 31, 2003; and

     (d)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange  Act"),  since the end of the  fiscal  year  covered  by the
          Annual Report on Form 10-KSB referenced above.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof,  and prior to the filing of
a  post-effective  amendment which indicates that the securities  offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     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 "Registrant,"
"Company,"  "Reorganized  Company," or "Atlas" refers to Atlas Minerals Inc. and
its subsidiaries  from and after December 11, 1999. Use of the term "Predecessor
Entity" refers to Atlas  Corporation and its subsidiaries  prior to December 11,
1999.

     The Registrant was incorporated  under the laws of the State of Colorado on
February 3, 2000.

     The Registrant's  Articles of Incorporation  provide for indemnification of
directors  to the full  extent  permitted  by  Colorado  Law and,  to the extent
permitted by such law, eliminate or limit the personal liability of directors to
the Registrant and its shareholders for monetary damages for certain breaches of
fiduciary duty and the duty of care. Such  indemnification  may be available for
liabilities arising in connection with this offering. Insofar as indemnification
for liabilities  under the Securities Act of 1933 (the "Securities  Act") may be
permitted to directors,  officers or persons controlling the Registrant pursuant
to the foregoing  provisions,  the  Registrant  has been  informed  that, in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.  Pursuant to its Articles of  Incorporation,  the  Registrant may
indemnify  its  officers,  employees,  agents and other  persons to the  fullest
extent   permitted   by  Colorado   Law.   The   Registrant   has  entered  into

                                       2
<PAGE>

indemnification agreements with its directors and executive officers pursuant to
which  the   Registrant   has  agreed  to  indemnify  such  persons  in  certain
circumstances.

     The  Registrant's  Bylaws also provide that the  Registrant  shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director,  officer,  partner,  trustee,  employee,  fiduciary  or  agent  of the
Registrant,  or who,  while a director,  officer,  partner,  trustee,  employee,
fiduciary or agent, is or was serving as a director,  officer, partner, trustee,
employee,  fiduciary or agent of one of the Registrant's subsidiaries or, at the
request of the  Registrant,  of any other  organization,  against any  liability
asserted  against  such person or incurred by such person in any such  capacity,
whether the  Registrant  would have the power to indemnify  such person  against
such  liability  under  Colorado  Law.  The  Registrant  intends to purchase and
maintain insurance on behalf of all of its directors and executive officers.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

Item 8.      EXHIBITS

Exhibit
Number                          Description
--------------------------------------------------------------------------------
  4.1   Consulting Agreement between the Registrant and Roger P. Walsh

  5.1   Jackson Kelly PLLC regarding legality of the Common Stock being
        registered

 23.1   Consent of Horwath Gelfond Hochstadt Pangburn, P.C., Independent
        Certified Public Accountants

 23.2   Consent of Jackson Kelly PLLC (included in opinion filed as Exhibit 5.1)

 23.3   Acknowledgement of Horwath Gelfond Hochstadt Pangburn, P.C.,
        Independent Certified Public Accountants

 24.1   Power of Attorney (see signature page)

Item 9.  UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               Registration Statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;


                                       3
<PAGE>

               provided,  however,  that paragraphs  (1)(i) and (1)(ii) above do
               not  apply  if  the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by the Registrant  pursuant to Section 13
               or Section  15(d) of the  Exchange Act that are  incorporated  by
               reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.




                                       4
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Lakewood, State of Colorado, on the 29th day of April
2003.

                                ATLAS MINERALS INC.

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



                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Gerald E. Davis and H.R. Shipes,  or either of them, as  attorneys-in-fact  with
full  power of  substitution,  to  execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 29th day of April 2003.

         Signature                            Title


      /s/ H.R. Shipes         Chairman, Chief Executive Officer and Secretary
----------------------------- (Principal Executive Officer)
        H.R. Shipes


    /s/ Gerald E. Davis       President and Chief Financial Officer (Principal
----------------------------- Financial and Accounting Officer)
      Gerald E. Davis


      /s/ Douglas Cook        Director
-----------------------------
        Douglas Cook


     /s/ Robert Miller        Director
-----------------------------
       Robert Miller


   /s/ David A. Groshoff      Director
-----------------------------
     David A. Groshoff




                                       5
<PAGE>




 Exhibit
  Number                           Description
--------------------------------------------------------------------------------
   4.1    Consulting Agreement between the Registrant and Roger P. Walsh

   5.1    Opinion of Jackson Kelly PLLC regarding legality of the Common Stock
          being registered

  23.1    Consent of Horwath Gelfond Hochstadt Pangburn, P.C., Independent
          Certified Public Accountants

  23.2    Consent of Jackson Kelly PLLC (included in opinion filed as Exhibit
          5.1)

  23.3    Acknowledgement of Horwath Gelfond Hochstadt Pangburn, P.C.,
          Independent Certified Public Accountants

  24.1    Power of Attorney (see signature page)
[{"type": "S-8", "sequence": "1", "filename": "atlass8_may03.txt", "secsgml_size_bytes": 20044}]
{"company-data": {"conformed-name": "ATLAS MINERALS INC", "cik": "0000008302", "assigned-sic": "1040", "irs-number": "841533604", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105262", "film-number": "03703401"}, "business-address": {"street1": "10920 W. ALAMEDA AVENUE", "street2": "SUITE 205", "city": "LAKEWOOD", "state": "CO", "zip": "80226", "phone": "3033060823"}, "mail-address": {"street1": "10920 W. ALAMEDA AVENUE", "street2": "SUITE 205", "city": "LAKEWOOD", "state": "CO", "zip": "80226"}, "former-company": {"former-conformed-name": "ATLAS CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 15, 2003

                                                            File No.____________

================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

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

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

            Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
          (Address of principal executive offices, including zip code)

                        ADVISORY AND CONSULTING AGREEMENT
                            (Full title of the plan)

                                 GERALD E. DAVIS
                      President and Chief Financial Officer
            Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
                                 (303) 306-0823
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------

                                   Copies to:
                              Nathan L. Stone, Esq.
                               Jackson Kelly, PLLC
                          1099 18th Street, Suite 2150
                                Denver, CO 80202
                                 (303) 390-0003
                              (303) 390-0177 (Fax)
                                 ---------------
CALCULATION OF REGISTRATION FEE

======================================================= =============== ============= ============== =============
                                                                          Proposed
                                                                          Maximum       Proposed
               Title of Securities to Be Registered                       Offering       Maximum      Amount of
                                                         Amount to Be      Price        Aggregate    Registration
                                                          Registered     Per Share      Offering         Fee
                                                                                          Price
------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, authorized
for issuance under the plan:                              50,000 (1)     $    0.18 (2) $   9,000     $    0.83
------------------------------------------------------- --------------- ------------- -------------- -------------
(1)  Represents  50,000  shares  of  Common  Stock,  $.01 par value per  share,  to be issued to a  consultant,  as
     compensation for services rendered.
(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities
     Act of 1933, as amended.  The calculation of the  registration  fee is based on a per share price of $0.18 per
     share,  which was the average of the high and low sales prices for the Common Stock of the Registrant on April
     30, 2003 as reported for that date on the OTC Bulletin Board.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION

The Registrant is offering shares of its Common Stock, $.01 par value per share,
to  a  consultant  for  consulting  and  advisory  services   performed  on  the
Registrant's  behalf.  This  issuance  of shares  is being  made  pursuant  to a
Consulting  Agreement  between the Registrant and Consultant dated and effective
as of February 16, 2000 (the "Plan").  The  Registrant has equated the number of
shares of Common  Stock to be  issued  pursuant  to the Plan to the value of the
advisory or consulting  services  provided or to be provided by the  Consultant.
The shares of Common Stock issued  hereunder  to the  Consultant,  who is not an
affiliate of the Registrant as defined in Rule 405 of the  Securities  Act, will
not be subject  to any  resale  restrictions.  The Plan is not  qualified  under
ERISA.

The consulting or advisory  services for which these shares are being issued are
not in  connection  with any offer or sale of  securities  in a  capital-raising
transaction  and do not directly or indirectly  promote or maintain a market for
the securities of the Registrant.

The Plan is not qualified under Section 401(a) of the Internal Revenue Code. The
Consultant,  therefore,  will be deemed to recognize  ordinary income during the
taxable year in which the first of the following  events occurs:  (a) the shares
become  freely  transferable;  or  (b)  the  shares  cease  to be  subject  to a
substantial  risk  of  forfeiture.  Accordingly,  the  Consultant  will  receive
compensation  taxable at ordinary  rates  equal to the fiar market  value of the
shares  on the  date of  receipt  since  there  will be no  substantial  risk of
forfeiture  or other  restrictions  on transfer in  existence  on the date.  The
Consultant  is urged to consult  his tax advisor on this  matter.  The amount of
income recognized by the Consultant  hereunder will be an expense  deductible by
the  Registrant  for federal  income tax  purposes  in the  taxable  year of the
Registrant in which the Consultant recognizes income.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The  Consultant  shall be  provided  a  written  statement  advising  him of the
availability  without  charge,  upon written or oral  request,  of the documents
incorporated  by reference in Item 3 of Part II of the  registration  statement,
and stating  that these  duments are  incorporated  by  reference in the Section
10(a)  prospectus.  The statement also shall indicate the  availability  without
charge,  upon  written  or oral  request,  of  other  documents  required  to be
delivered to employees  pursuant to Rule 428(b). The statement shall include the
address (giving title or department)  and telephone  number to which the request
is to be directed.

                                       1
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  are hereby  incorporated by reference in this  Registration
Statement:

     (a)  The Registrant's Annual Report on Form 10-KSB filed on March 28, 2003,
          for the fiscal year ended December 31, 2002;

     (b)  The  description  of the  Registrant's  Common Stock  contained in the
          Registration Statement on Form 10, including any amendments or reports
          filed for the purpose of updating such description;

     (c)  The  Registrant's  Quarterly  Report on Form  10-QSB  filed on May 13,
          2003, for the quarterly period ended March 31, 2003; and

     (d)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange  Act"),  since the end of the  fiscal  year  covered  by the
          Annual Report on Form 10-KSB referenced above.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof,  and prior to the filing of
a  post-effective  amendment which indicates that the securities  offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     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 "Registrant,"
"Company,"  "Reorganized  Company," or "Atlas" refers to Atlas Minerals Inc. and
its subsidiaries  from and after December 11, 1999. Use of the term "Predecessor
Entity" refers to Atlas  Corporation and its subsidiaries  prior to December 11,
1999.

     The Registrant was incorporated  under the laws of the State of Colorado on
February 3, 2000.

     The Registrant's  Articles of Incorporation  provide for indemnification of
directors  to the full  extent  permitted  by  Colorado  Law and,  to the extent
permitted by such law, eliminate or limit the personal liability of directors to
the Registrant and its shareholders for monetary damages for certain breaches of
fiduciary duty and the duty of care. Such  indemnification  may be available for
liabilities arising in connection with this offering. Insofar as indemnification
for liabilities  under the Securities Act of 1933 (the "Securities  Act") may be
permitted to directors,  officers or persons controlling the Registrant pursuant
to the foregoing  provisions,  the  Registrant  has been  informed  that, in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.  Pursuant to its Articles of  Incorporation,  the  Registrant may
indemnify  its  officers,  employees,  agents and other  persons to the  fullest
extent   permitted   by  Colorado   Law.   The   Registrant   has  entered  into

                                       2
indemnification agreements with its directors and executive officers pursuant to
which  the   Registrant   has  agreed  to  indemnify  such  persons  in  certain
circumstances.

     The  Registrant's  Bylaws also provide that the  Registrant  shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director,  officer,  partner,  trustee,  employee,  fiduciary  or  agent  of the
Registrant,  or who,  while a director,  officer,  partner,  trustee,  employee,
fiduciary or agent, is or was serving as a director,  officer, partner, trustee,
employee,  fiduciary or agent of one of the Registrant's subsidiaries or, at the
request of the  Registrant,  of any other  organization,  against any  liability
asserted  against  such person or incurred by such person in any such  capacity,
whether the  Registrant  would have the power to indemnify  such person  against
such  liability  under  Colorado  Law.  The  Registrant  intends to purchase and
maintain insurance on behalf of all of its directors and executive officers.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

Item 8.      EXHIBITS

Exhibit
Number                          Description
--------------------------------------------------------------------------------
  4.1   Consulting Agreement between the Registrant and Roger P. Walsh

  5.1   Jackson Kelly PLLC regarding legality of the Common Stock being
        registered

 23.1   Consent of Horwath Gelfond Hochstadt Pangburn, P.C., Independent
        Certified Public Accountants

 23.2   Consent of Jackson Kelly PLLC (included in opinion filed as Exhibit 5.1)

 23.3   Acknowledgement of Horwath Gelfond Hochstadt Pangburn, P.C.,
        Independent Certified Public Accountants

 24.1   Power of Attorney (see signature page)

Item 9.  UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               Registration Statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

                                       3
provided,  however,  that paragraphs  (1)(i) and (1)(ii) above do
               not  apply  if  the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by the Registrant  pursuant to Section 13
               or Section  15(d) of the  Exchange Act that are  incorporated  by
               reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Lakewood, State of Colorado, on the 29th day of April
2003.

                                ATLAS MINERALS INC.

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

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Gerald E. Davis and H.R. Shipes,  or either of them, as  attorneys-in-fact  with
full  power of  substitution,  to  execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 29th day of April 2003.

         Signature                            Title

      /s/ H.R. Shipes         Chairman, Chief Executive Officer and Secretary
----------------------------- (Principal Executive Officer)
        H.R. Shipes

    /s/ Gerald E. Davis       President and Chief Financial Officer (Principal
----------------------------- Financial and Accounting Officer)
      Gerald E. Davis

      /s/ Douglas Cook        Director
-----------------------------
        Douglas Cook

     /s/ Robert Miller        Director
-----------------------------
       Robert Miller

   /s/ David A. Groshoff      Director
-----------------------------
     David A. Groshoff

                                       5
Exhibit
  Number                           Description
--------------------------------------------------------------------------------
   4.1    Consulting Agreement between the Registrant and Roger P. Walsh

   5.1    Opinion of Jackson Kelly PLLC regarding legality of the Common Stock
          being registered

  23.1    Consent of Horwath Gelfond Hochstadt Pangburn, P.C., Independent
          Certified Public Accountants

  23.2    Consent of Jackson Kelly PLLC (included in opinion filed as Exhibit
          5.1)

  23.3    Acknowledgement of Horwath Gelfond Hochstadt Pangburn, P.C.,
          Independent Certified Public Accountants

  24.1    Power of Attorney (see signature page)