As filed with the Securities and Exchange Commission on May 23, 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)


                   ATLAS MINERALS INC. 2001 STOCK OPTION PLAN
                            (Full title of the plan)


                                 GERALD E. DAVIS
                      President and Chief Financial Officer
            Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
                                 (303) 292-1299
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------

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

<PAGE>

<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, subject to outstanding
   options under the plan:                                             500,000 (1)     $   0.12 (2)   $ 60,000    $        5.52
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, subject to outstanding
   options under the plan:                                             100,000 (1)     $   0.09 (3)   $ 9,000     $        0.83
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, subject to outstanding
   options under the plan:                                             125,000 (1)     $   0.21 (4)   $ 26,250    $        2.42
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, subject to outstanding
   options under the plan:                                              50,000 (1)         0.22 (5)   $ 11,000    $        1.02
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, authorized for issuance
   and not subject to outstanding options under the plan:              125,000         $   0.16 (6)   $  20,000   $        1.84
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
     TOTAL:                                                            900,000 (7)                    $ 126,250   $      11.63
==================================================================== =============== ============= ============== =============

(1)  Pursuant to Rule 416, this  Registration  Statement shall be deemed to cover any additional  securities to be offered or issued
     from stock splits, stock dividends or similar transactions.
(2)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.12, the exercise price of the options.
(3)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.09, the exercise price of the options.
(4)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.21, the exercise price of the options.
(5)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.22, the exercise price of the options.
(6)  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 $0.16, which was the average of the high and
     low sales prices for the Common Stock of the Registrant on May 19, 2003 as reported for that date on the OTC Bulletin Board.
(7)  Pursuant to Rule 416(c) under the  Securities  Act of 1933,  this  registration  statement  covers an  indeterminate  amount of
     additional shares of Common Stock to be offered or sold pursuant to the employee benefit plan described herein.

</TABLE>



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Form S-8 and Rule 428(1) of the Securities Act of 1933,
as amended, we will provide to participants of the plan documents containing the
information  specified in Part I, Items 1 and 2. We will furnish  without charge
to any  person,  upon  written or oral  request of such  person,  a copy of each
documents  incorporated  by reference in item 3 of Part II of this  registration
statement,  which  documents are  incorporated by reference in the Section 10(a)
prospectus,  and any other  documents  required to be delivered to  participants
under Rule 428(b) of the Securities Act of 1933.  Requests should be directed to
Atlas Minerals,  Inc., 10920 West Alameda Avenue, Suite 205, Lakewood,  Colorado
80226, Attention: President. Our telephone number is (303) 292-1299.

     The document or documents  containing the  information  specified in Part I
are not  required  to be  filed  with the  Securities  and  Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.




                                       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 subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and  15(d) of the  Exchange  Act  after  the date of  filing  of this
Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in  a  document  incorporated  or  deemed
incorporated  herein by reference  shall be deemed to be modified or  superceded
for the purpose of this  Registration  Statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document  which is also, or is
deemed to be,  incorporated  herein by  reference  modifies or  supercedes  such
statement.  Any such  statement so modified or  superceded  shall not be deemed,
except as so modified or superceded,  to constitute a part of this  Registration
Statement.

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


                                       2
<PAGE>

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
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         Atlas  Minerals  Inc.  2001 Stock Option Plan Dated  September 7,
               2001 (filed as Exhibit 10.9 to the Registrant's  Annual Report on
               Form  10-KSB  dated  April 15,  2002,  for the fiscal  year ended
               December 31, 2001)
   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

                                       3
<PAGE>

          (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;

               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 23rd day of May
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 23rd day of May 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     Atlas  Minerals  Inc.  2001 Stock Option Plan Dated  September 7,
               2001 (filed as Exhibit 10.9 to the Registrant's  Annual Report on
               Form  10-KSB  dated  April 15,  2002,  for the fiscal  year ended
               December 31, 2001)

       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)


                                       6
[{"type": "S-8", "sequence": "1", "filename": "atlass8may2003.txt", "secsgml_size_bytes": 22054}]
{"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": "333-105565", "film-number": "03719675"}, "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 23, 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)

                   ATLAS MINERALS INC. 2001 STOCK OPTION PLAN
                            (Full title of the plan)

                                 GERALD E. DAVIS
                      President and Chief Financial Officer
            Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
                                 (303) 292-1299
 (Name, address and telephone number, including area code, of agent for service)
                                 ---------------

                                   Copies to:
                                 Nathan L. Stone
                               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, subject to outstanding
   options under the plan:                                             500,000 (1)     $   0.12 (2)   $ 60,000    $        5.52
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, subject to outstanding
   options under the plan:                                             100,000 (1)     $   0.09 (3)   $ 9,000     $        0.83
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, subject to outstanding
   options under the plan:                                             125,000 (1)     $   0.21 (4)   $ 26,250    $        2.42
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, subject to outstanding
   options under the plan:                                              50,000 (1)         0.22 (5)   $ 11,000    $        1.02
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, authorized for issuance
   and not subject to outstanding options under the plan:              125,000         $   0.16 (6)   $  20,000   $        1.84
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
     TOTAL:                                                            900,000 (7)                    $ 126,250   $      11.63
==================================================================== =============== ============= ============== =============

(1)  Pursuant to Rule 416, this  Registration  Statement shall be deemed to cover any additional  securities to be offered or issued
     from stock splits, stock dividends or similar transactions.
(2)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.12, the exercise price of the options.
(3)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.09, the exercise price of the options.
(4)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.21, the exercise price of the options.
(5)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.22, the exercise price of the options.
(6)  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 $0.16, which was the average of the high and
     low sales prices for the Common Stock of the Registrant on May 19, 2003 as reported for that date on the OTC Bulletin Board.
(7)  Pursuant to Rule 416(c) under the  Securities  Act of 1933,  this  registration  statement  covers an  indeterminate  amount of
     additional shares of Common Stock to be offered or sold pursuant to the employee benefit plan described herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Form S-8 and Rule 428(1) of the Securities Act of 1933,
as amended, we will provide to participants of the plan documents containing the
information  specified in Part I, Items 1 and 2. We will furnish  without charge
to any  person,  upon  written or oral  request of such  person,  a copy of each
documents  incorporated  by reference in item 3 of Part II of this  registration
statement,  which  documents are  incorporated by reference in the Section 10(a)
prospectus,  and any other  documents  required to be delivered to  participants
under Rule 428(b) of the Securities Act of 1933.  Requests should be directed to
Atlas Minerals,  Inc., 10920 West Alameda Avenue, Suite 205, Lakewood,  Colorado
80226, Attention: President. Our telephone number is (303) 292-1299.

     The document or documents  containing the  information  specified in Part I
are not  required  to be  filed  with the  Securities  and  Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.

                                       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 subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and  15(d) of the  Exchange  Act  after  the date of  filing  of this
Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in  a  document  incorporated  or  deemed
incorporated  herein by reference  shall be deemed to be modified or  superceded
for the purpose of this  Registration  Statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document  which is also, or is
deemed to be,  incorporated  herein by  reference  modifies or  supercedes  such
statement.  Any such  statement so modified or  superceded  shall not be deemed,
except as so modified or superceded,  to constitute a part of this  Registration
Statement.

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

                                       2
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
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         Atlas  Minerals  Inc.  2001 Stock Option Plan Dated  September 7,
               2001 (filed as Exhibit 10.9 to the Registrant's  Annual Report on
               Form  10-KSB  dated  April 15,  2002,  for the fiscal  year ended
               December 31, 2001)
   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

                                       3
(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;

               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 23rd day of May
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 23rd day of May 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     Atlas  Minerals  Inc.  2001 Stock Option Plan Dated  September 7,
               2001 (filed as Exhibit 10.9 to the Registrant's  Annual Report on
               Form  10-KSB  dated  April 15,  2002,  for the fiscal  year ended
               December 31, 2001)

       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)

                                       6