UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
COMMISSION FILE NO. 1-2714
(Mark One)
(X) Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended March 31, 2003 or
( ) Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from _________ to ________
ATLAS MINERALS INC.
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(Formerly Atlas Corporation)
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1533604
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
10920 W. Alameda Ave., Suite 205, Lakewood, CO 80226
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(Address of principal executive offices) (Zip Code)
303-292-1299
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(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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
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Check whether the registrant 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 No X
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As of May 7, 2003, 5,915,103 shares of Common Stock, par value $0.01 per
share, were issued and outstanding.
Transitional Small Business Disclosure Format (Check one):
Yes No X
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Independent Auditors' Report
The Board of Directors and Stockholders
Atlas Minerals Inc.
We have reviewed the accompanying consolidated balance sheet of Atlas Minerals
Inc. and subsidiaries as of March 31, 2003 and the related consolidated
statements of operations and cash flows for the three-month periods ended March
31, 2003 and 2002. These consolidated financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
December 31, 2002, and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended (not presented
herein), and in our report dated March 20, 2003, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
December 31, 2002, is fairly stated in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
HORWATH GELFOND HOCHSTADT PANGBURN, P.C.
Denver, Colorado
May 6, 2003
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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Atlas Minerals Inc.
Consolidated Balance Sheets
(in Thousands)
March 31, December 31,
2003 2002
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(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 78 $ 396
Trade and other accounts receivable 21 25
Inventories 42 45
Prepaid expenses and other current assets 28 21
Assets held for sale 605 580
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Total current assets 774 1,067
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Property, plant and equipment 210 210
Less: accumulated depreciation, depletion and amortization (27) (19)
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183 191
Other assets 4 4
Restricted cash equivalents and securities 45 45
Deferred acquisition costs 155 86
Assets held for sale 422 413
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$ 1,583 $ 1,806
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LIABILITIES
Current liabilities:
Trade accounts payable $ 183 $ 149
Accrued liabilities 35 44
Estimated reorganization liabilities 157 406
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Total current liabilities 375 599
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Estimated reorganization liabilities 199 12
Deferred gain 106 44
Other liabilities, long-term 127 129
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Total long-term liabilities 432 185
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Total liabilities 807 784
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Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock, par $1 per share; authorized 1,000,000;
no shares issued and outstanding -- --
Common stock, par value $0.01 per share; authorized 100,000,000;
issued and outstanding, 5,915,000 at March 31, 2003 and
December 31, 2002 59 59
Capital in excess of par value 2,980 2,980
Deficit (2,263) (2,017)
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Total stockholders' equity 776 1,022
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$ 1,583 $ 1,806
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See notes to consolidated financial statements.
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Atlas Minerals Inc.
Consolidated Statements of Operations
(In Thousands, Except Per Share Data, Unaudited)
Three Months Ended
March 31,
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2003 2002
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Mining revenue $ 3 $ --
Costs and expenses:
Production costs 35 --
Depreciation, depletion and amortization 8 --
General and administrative expenses 253 87
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Gross operating loss (293) (87)
Other (income) expense:
Interest income -- (1)
Gain on settlement of environmental liability claims (16) --
Other income, net (31) --
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Loss before income taxes (246) (86)
Provision for income taxes -- --
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Net loss $ (246) $ (86)
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Basic and diluted loss per share of common stock $ (0.04) $ (0.01)
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Weighted average number of common shares outstanding 5,915 6,062
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See notes to consolidated financial statements.
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Atlas Minerals Inc.
Consolidated Statements of Cash Flows
(In Thousands, Unaudited)
Three Months Ended
March 31,
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2003 2002
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Operating activities:
Net loss $ (246) $ (86)
Add (deduct) non-cash items:
Depreciation, depletion and amortization 8 --
Gain on settlement of environmental liability claims (16) --
Net change in non-cash items
Related to operations (Note 3) 23 (99)
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Cash used in operating activities (231) (185)
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Investing activities:
Deferred acquisition costs (69) --
Proceeds from settlement of environmental liability claims 16 --
Investment in assets held for sale (57) (23)
Proceeds from sale of assets held for sale 23 28
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Cash (used in) provided by investing activities (87) 5
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Financing activities:
Payment of estimated reorganization liabilities -- (4)
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Cash used in financing activities -- (4)
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Decrease in cash and cash equivalents (318) (184)
Cash and cash equivalents:
Beginning of period 396 417
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End of period $ 78 $ 233
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See notes to consolidated financial statements.
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NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item
310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by accounting principles for complete
financial statements generally accepted in the United States of America.
There has not been any change in the significant accounting policies of
Atlas Minerals Inc. (the "Company") for the periods presented.
In the opinion of Management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results for these interim periods are not necessarily
indicative of results for the entire year. These statements should be read
in conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002.
2. The accompanying consolidated financial statements include the accounts of
Atlas Minerals Inc. ("Atlas") and its subsidiaries as follows: Atlas
Precious Metals Inc. ("APMI") (approximately 96% owned at December 31, 2002
and March 31, 2003), White Cliffs Mining, Inc., a wholly-owned subsidiary
in which the White Cliffs property is held (collectively the "Company"). At
December 31, 2002 APMI owned approximately 96% of Atlas Gold Mining Inc.
("AGMI"), however, during March 2003, AGMI was merged with and into APMI,
with APMI remaining as the surviving entity.
3. The components of the net change in items other than cash related to
operating activities as reflected in the Consolidated Statements of Cash
Flows are as follows:
Three Months Ended
March 31,
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(in thousands) 2003 2002
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Add (deduct) items other than cash:
Accounts receivable $ 4 $ -
Inventories 3
Prepaid expenses and other current assets (7) (49)
Trade accounts payable 34 (31)
Accrued liabilities (9) (15)
Other liabilities, long-term (2) (4)
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$ 23 $ (99)
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There were no cash payments made for interest or income taxes during the
three months ended March 31, 2003 and 2002.
4. In September 2002, the Company signed a 120-day exclusive 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. The option agreement was subsequently amended on January 3, 2003 to
extend the option period until March 31, 2003 and transferred all rights
under the option to APMI. At this time the Company paid an additional
$50,000 to keep the option period open. The option agreement was amended on
March 31, 2003 to extend the option period until June 30, 2003. During the
option period, the Company will be conducting extensive due diligence of
the property and is seeking financing for the project as will be required
should the Company exercise the option and proceed with development. The
primary shareholder of Western Gold Resources, Inc. is the Company's Chief
Executive Officer. The Company has spent $69,000 during the three months
ended March 31, 2003 in deferred acquisition costs relating to this option
agreement, which included the January 2003 option payment.
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5. During March 2003, the Company reached a settlement agreement with a group
of the Company's excess insurance carriers relating to environmental
liability claims. The net proceeds from this settlement totaled
approximately $16,000 and were recorded as a gain from settlement of
environmental liability claims.
6. During the first quarter 2003, the Company was informed that money was
being held in trust pending the satisfaction of tax compliance requirements
with Canadian authorities relating to operating activities prior to 2001.
The Company was cleared of the related tax liability and the escrowed money
totaling approximately $30,000 was released and is recognized as other
income in the first quarter 2003.
7. On March 26, 2003, stock options for 50,000 shares were granted to an
employee under the Atlas Minerals Inc. 2001 Stock Option Plan. The options
granted were at an exercise price of $0.22, the quoted market price of the
Company's shares at the date of grant, and expire on March 26, 2008.
8. On April 3, 2003, the Company completed the sale of the Grassy Mountain
property to Seabridge Gold Inc., formerly Seabridge Gold Resources, Inc.,
and received the final cash payment of $600,000 on that date, which was the
approximate carrying value of the asset held for sale at March 31, 2003.
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Item 2. Management's Discussion and Analysis
"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
This Form 10-QSB contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Atlas Minerals Inc. is referred to herein as "we" or
"our". The words or phrases "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 and uncertainties. Statements made herein are as of the date of
the filing of this Form 10-QSB with the Securities and Exchange Commission
and should not be relied upon as of any subsequent date. Except as may
otherwise be required by applicable law, we do not undertake, and
specifically disclaim, any obligation to update any forward-looking
statements contained in this Form 10-QSB to reflect occurrences,
developments, unanticipated events or circumstances after the date of such
statement.
RECENT EVENTS
On September 22, 1998, Atlas filed a petition for relief under Chapter 11
of the federal bankruptcy laws in the United States Bankruptcy Court for
the District of Colorado. On January 26, 1999, APMI and AGMI also filed
petitions for relief under Chapter 11. On December 11, 1999, the Bankruptcy
Court approved the Reorganization Plan of Atlas, APMI and AGMI (the
"Reorganized Company"). 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.
As a result of the bankruptcy proceedings, the majority of any remaining
claims against the Company are unsecured claims (the "Creditors"). Under
the Reorganization Plan, these claims received stock representing 67.5% of
the Reorganized Company. In addition, the Creditors could receive future
cash distributions upon the sale of certain assets of the Reorganized
Company, including the possible salvaging of the Company's Gold Bar mill
facility and related assets located near Eureka, Nevada and the sale of the
Company's Grassy Mountain property located in eastern Oregon (of which
Creditors would receive approximately 45.9% and 65.4%, respectively, of net
proceeds after payment of certain general and administrative costs).
The Reorganization Plan also provided for the distribution of stock
representing 12.5% of the Reorganized Company to the then-Management and
employees of the Company as recognition for their efforts in the
reorganization process and 2.5% to each of ACSTAR and Moab Reclamation
Trust for assumption by them of certain future liabilities relating to the
environmental cleanup and reclamation of various of the Company's mine
sites. The remaining 15% of the Reorganized Company remains with the equity
holders of the Predecessor Entity, which ceased to exist on December 11,
1999 when the Reorganized Company came into existence.
In July 2001, an agreement was reached with TRW, Inc. ("TRW") to settle the
one remaining adversary proceeding. Under the terms of the agreement, the
Company agreed to make a total cash payment of $30,000 to TRW in three
equal installments due in October 2001, January 2002, and April 2002. In
exchange, TRW agreed to transfer back to the Company all common stock of
the Company (146,415 shares) owned by it upon payment of the final
installment. This matter was finalized in July 2002 and the returned shares
were subsequently cancelled by the Company effective in August 2002.
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During 2001 and through April 10, 2002, the Company reached final
settlement agreements with all insurance carriers regarding the ongoing CGL
Claims, which the Company had against various insurance carriers for their
failure to cover certain environmental costs previously incurred by the
Company that were the result of permitting and remediation activities at
the Company's past-producing uranium processing mill in Utah. Effective May
2002, cash settlement amounts had been received from all such carriers
providing the Company in aggregate $2,373,000 net proceeds for the years
2001 and 2002. The net proceeds exceeded the carrying amount of the CGL
Claims resulting in a gain of $66,000 and $455,000 being recognized in 2002
and 2001, respectively.
In June 2002, the Company purchased the White Cliffs Diatomite Mine and
processing facilities located approximately 30 miles north of Tucson,
Arizona ("White Cliffs"). The property, which has been dormant for several
years, consists of approximately 3,200 acres of unpatented placer claims, a
fully permitted mine and a processing plant with a nominal annual capacity
of at least 50,000 tons of finished product.
The largest current use of diatomaceous earth is in filtering applications.
It is also used as an absorbent, in filler applications and in manufacture
of insulation. One of the fastest growing uses is as a livestock feed
supplement and first production from the property was pre-sold as livestock
feed supplement. The majority of U.S. production currently comes from
California and Nevada which accounted for 87% of the production in 2000.
It is estimated from previous drilling, face sampling, and testing that
there are approximately 2,500,000 tons of diatomite mineralization on the
property. Based on internal and third party analyses, it appears that the
known diatomite material should be able to meet specifications for most end
products. The property is located adjacent to the Copper Basin Railroad
which accesses the Southern Pacific Line and within five miles of Highway
77, both of which will serve for product distribution.
In July 2002, the Company incorporated a wholly-owned subsidiary in
Arizona, White Cliffs Mining, Inc., in which is held the White Cliffs
Diatomite Mine and related assets in Arizona.
In September 2002, the Company entered into a 120-day exclusive option
agreement (the "Option Agreement') to acquire 100% of the outstanding
shares of Western Gold Resources, Inc., a private Florida company whose
primary asset is the Estrades polymetallic mine located in northwestern
Quebec. In December 2002, this Option Agreement was amended extending the
option period to March 31, 2003 and another amendment was signed during
March 2003 which extended the option until June 30, 2003. The Company
subsequently assigned the Option Agreement to APMI. The Company is in the
process of completing extensive due diligence of the Estrades mine.
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 each AGMI
and APMI.
In March 2003, the Company merged APMI and AGMI, with APMI remaining as the
surviving entity. As a result of the merger, APMI now owns 100% of the gold
processing mill and related facilities and infrastructure related to the
Gold Bar mine in Eureka County, Nevada, previously held by AGMI as well as
the Grassy Mountain property in Malheur County, Oregon, a property known to
host gold mineralization. The Company controls 100% of the voting stock of
the resulting APMI.
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Also in March 2003, the Board of Directors of the Company approved an
option for the possible future acquisition of a fluorite property in
Sonora, Mexico, by the Company and authorized Management to enter into
negotiations on behalf of APMI for: 1) the acquisition in Sonora Mexico,
of: a) a property on which both copper oxide material and gold have been
identified, and b) the long-term lease of an existing processing plan with
nominal capacity of 100 tonnes per day based on processing of sulfide ores;
and 2) the acquisition of a property in Sinoloa, Mexico, containing
primarily zinc and silver mineralization.
On April 3, 2003 the Company completed the sale of the Grassy Mountain
property located in Malheur County, Oregon to Seabridge Gold Inc., formerly
Seabridge Gold Resources, Inc. and its wholly-owned subsidiary, Seabridge
Gold Corporation. Under the terms of the final agreement entered into in
December 2002 the Company received the final payment of $600,000 upon
closing, of which 65.4% of the net proceeds after repayment of certain
priority claims will be distributed to creditors. Management is currently
determining the exact amount of the creditor distribution but believes it
will be approximately $150,000.
It is the intention of Management for the Company to remain in the business
of development and exploitation of natural resource properties.
Management's current efforts regarding this are being directed toward the
identification of possible acquisition opportunities of smaller-scale
properties, primarily in the sectors of industrial minerals, base metals,
precious metals and oil/natural gas. In the opinion of Management, the
Company may have a competitive edge in making such acquisitions in that,
being smaller than many of its competitors, it may be able to act more
quickly and the smaller, possibly higher grade, properties on which it will
most likely focus its efforts should be of little interest to the larger
companies.
CAPITAL RESOURCE REQUIREMENTS
Liquidity
As of March 31, 2003, the Company's working capital was $399,000, compared
to $468,000 as of December 31, 2002. The Company's cash balance decreased
from $396,000 at December 31, 2002 to $78,000 at March 31, 2003. The
decrease of $318,000 was primarily the result of utilizing cash to fund
operating activities for the first quarter of $231,000. Proceeds from the
gain on settlement of environmental liability claims and the sale of assets
held for sale were $16,000 and $23,000, respectively; however, this amount
was offset by expenses for the sale of assets held for sale of $57,000 and
the deferred acquisition costs related to Estrades of $69,000. In April
2003, the Company received proceeds of $600,000 upon closing of the sale of
the Grassy Mountain Property, of which 34.6% of the net proceeds after
repayment of certain priority claims will be retained and the remainder
will be paid to creditors. Management is currently determining the exact
amount of the creditor distribution but believes it will be approximately
$150,000.
The Company expects to generate cash adequate to pay general,
administrative and other operating expenses through the bankruptcy-mandated
sale of certain remaining assets. Assets held for sale include the Gold Bar
mill and related assets, and the Grassy Mountain property. While the
Company is confident in the ultimate realization of these assets, it cannot
be certain as to the timing or the exact amount of proceeds that will be
received. The Company believes, however, that cash from such activities
will be sufficient to cover its current operations through 2003.
Additionally, during the first quarter 2003, the Company was able to have
released from a trust account $30,000, which was held pending proof of
compliance with Canadian tax authorities and received $16,000 in net
proceeds from the settlement of environmental liability claims. Should the
Company proceed with the merger with Western Gold Resources, Inc. a cash
payment of approximately $100,000 will be required at the time of merger.
The Company paid $50,000 in January 2003 to extend the option period
through March 31, 2003 and subsequently extended the option period through
June 30, 2003.
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It is further anticipated that up to $100,000 could be required to modify
the mill operations at White Cliffs to better ensure that specifications of
existing products can be continuously met and to allow the production of
new product lines. Management is continuing to explore possible
acquisitions and business combinations, although, as of this date, no
definitive agreements have been reached. In 2003, the Company also entered
into a two-year non-cancelable lease commitment for office space that
expires in January 2005. Future cash requirements for these activities will
be funded from the sources noted above and/or alternative sources of
financing including loans against the aforementioned assets, equity
financing or project financing as deemed necessary.
RESULTS OF OPERATIONS
The Company had revenues from production of diatomite at the White Cliffs
property, which commenced mining operations in August 2002, of $3,000
during the three-month period ended March 31, 2003 compared to zero for the
comparable period in 2002. Production costs were $35,000 for the
three-month period ended March 31, 2003 versus zero for the same period in
2002.
General and administrative expenses for the three months ended March 31,
2003 were $253,000 compared to $87,000 for the comparable period in 2002.
Salaries and benefits increased $85,000 from the first quarter 2002
compared to the same period in 2003 due to the salaries and benefits of the
administrative employees at White Cliffs, the addition of one employee at
headquarters, and increased salaries for the Company's officers. Legal fees
for first quarter 2003 were $43,000 compared to $14,000 for the first
quarter 2002 due to legal services incurred due to the merger of APMI and
AGMI and the proposed restructuring of APMI. Insurance costs increased
$16,000 due to increased directors and officers insurance premiums and
additional coverage due to the equipment, property and liability insurance
at White Cliffs. Travel costs increased $11,000 from first quarter 2002 to
the same period in 2003 due to travel to the White Cliffs operation and
management meetings amongst the officers. During the first quarter 2003,
the Company incurred $8,000 in business development costs to explore
business opportunities to advance the Company's interests, while there were
no business development costs during the same period in 2002. Director's
fees and expenses decreased from $19,000 to $8,000. During the first
quarter 2002, the Board met three times, the Audit Committee once and the
Compensation Committee once, compared to one Board meeting and two audit
committee meetings in the first quarter of 2003.
Interest income during the three-month period ended March 31, 2003 was zero
compared to $1,000 for the three-month period ended March 31, 2002.
Interest was higher in 2002 due to slightly larger cash balances available
for investment.
During the first quarter 2003, the Company recognized a gain on the
settlement of environmental liability claims of $16,000. The Company also
recognized as other income the release of $30,000 from a trust account,
which was held pending proof of compliance with Canadian tax authorities.
Item 3. 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 quarterly 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.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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None
Item 2. Changes in Securities
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None
Item 3. Defaults upon Senior Securities
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None
Item 4. Submission of Matters to a Vote of Security Holders
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None
Item 5. Other Information
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None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
1350.
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
1350.
b. Reports on Form 8-K
Date Filed on Form 8-K
January 9, 2003 Press Release dated January 8, 2003, announcing that the
Company had restructured the Option Agreement for sale of
the Grassy Mountain property to Seabridge Gold, Inc. (f/k/a
Seabridge Resources Inc.) and had also assigned the option
held by the Company for possible merger with Western Gold
Resources, Inc. whose primary asset is the Estrades
polymetallic mine located in Quebec, to its wholly-owned
subsidiary, Atlas Precious Metals Inc.
April 17, 2003 Press Release dated April 7, 2003, wherein the Company
announced that, through its wholly-owned subsidiary, APMI,
it completed the sale of the Grassy Mountain gold property
located in eastern Oregon to Seabridge Gold Inc. (formerly
Seabridge Gold Resources, Inc.) and its wholly-owned
subsidiary, Seabridge Gold Corporation (collectively
"Seabridge").
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATLAS MINERALS INC.
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(Registrant)
Date: May 7, 2003 By: /s/ H.R. (Roy) Shipes
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H.R. (Roy) Shipes
Chief Executive Officer
Date: May 7, 2003 By: /s/ Gary E. Davis
-----------------
Gary E. Davis
President and Chief Financial Officer
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, H.R. (Roy) Shipes, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Atlas Minerals
Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us during the period in
which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 7, 2003
/s/ H.R. (Roy) Shipes
------------------------
H.R. (Roy) Shipes
Chief Executive Officer
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CERTIFICATION OF PRESIDENT AND CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gary E. Davis, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Atlas Minerals
Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us during the period in
which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 7, 2003
/s/ Gary E. Davis
-----------------
Gary E. Davis
President and Chief Financial Officer
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