SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                       Date of Report: September 17, 2001


                              Atlas Minerals, Inc.
               (Exact Name of Registrant as Specified in Charter)


     Colorado                         1-02714                      84-1533604
 -----------------                 -------------               -----------------
  (State or other                  (Commission                 (IRS Employer
  jurisdiction of                   File Number)               Identification #)
  incorporation)



              2323 S. Troy Street, Building 5-210, Aurora, CO 80014
              -----------------------------------------------------
                     (Address of Principal Executive Office)


                                 (303) 306-0823
              ----------------------------------------------------
              (Registrant's telephone number, including area code)







ITEM 1.  CHANGE IN CONTROL OF REGISTRANT.
-----------------------------------------

A new Board of Directors of Atlas Minerals,  Inc. (the "Company") was elected by
the Company's  shareholders  at an annual  meeting held on Friday,  September 7,
2001. With this change, control of the Company's Board of Directors changes from
its present  management to a group  nominated by its largest  shareholders.  The
newly-elected  Board elected Gary Davis as Chairman and Corporate  Secretary and
H.R.  (Roy)  Shipes as  President  and Chief  Executive  Officer.  See the Press
Release dated  September 17, 2001 filed  herewith as Exhibit 99.1 for details of
the change in control.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
-------------------------------------------

(a)    EXHIBITS:

       99.1     Press Release dated September 17, 2001.



                                   SIGNATURES


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.


DATE:  September 17, 2001                 By: /s/ H.R. (Roy) Shipes
                                             -----------------------------------
                                              H.R. (Roy) Shipes
                                              Chief Executive Officer and
                                                President