UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) May 29, 2006
ATLAS
MINERALS INC.
(Exact
name of Registrant as specified in its Charter)
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COLORADO
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0-02714 |
84-1533604
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
Number)
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|
8040
South Kolb Road, Tucson, AZ
|
|
85706
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|
(Address
of principal executive offices)
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|
(Zip
Code)
|
(Address
of principal executive
office)
Registrant’s
telephone number, including area code: (520)
889-2040
Item
1.02
Entry into a Material Definitive Agreement
Option
Agreement with GSA Resources, Inc. for Sale of Certain
Property
On
May
29, 2006, Atlas Minerals, Inc., a Colorado corporation, and its wholly owned
subsidiary, White Cliffs Mining, Inc., an Arizona corporation (Atlas Minerals,
Inc. and White Cliffs Mining, Inc., are hereafter referred individually and
collectively as “we”, “us” or “our), entered into an agreement with GSA
Resources, Inc., an Arizona corporation (hereafter referred to as “GSA”) (“the
Agreement”) which provides for the transfer and sale of our 100% interest and
rights to a diatomite* mineral property consisting of: (a) twenty unpatented
placer mining claims covering 3,120 acres in Arizona, which are specifically
described in Schedule A to the Agreement; and (b) a reclamation bond, plant
facilities, and equipment, which are specifically described in Schedule B to
the
Agreement. The assets described in Schedules A and B are collectively referred
to hereafter as “the Property.”
In
addition to the above, the terms of the Agreement consist of the following:
Property
Sale
We
will
transfer the Property directly to GSA or to GSA’s assignee, in GSA’s discretion,
free and clear of all liabilities, except as set forth in the Agreement. Upon
the sale of the Property, GSA will assume any non-financial encumbrances and
liabilities of the Property, such as easements. Additionally, upon the sale
of
the Property, we will transfer any and all assessments, reports, geological
and
sample data and any other information or data that is in our possession or
that
we own.
Consideration
Under
the
terms of the Agreement, in exchange for the Property, GSA will pay us $225,000
and upon completion of its due diligence, GSA or its assigns has the option
at
its discretion to purchase all of our subsidiary’s (White Cliffs Mining, Inc.)
issued and outstanding shares.
Closing
Closing
of the transaction will occur on the first business day after the 60th
day from
execution of the Agreement by both parties or on such other date as the parties
may agree. The Agreement provides GSA will pay us a non-refundable deposit
of
$15,000 upon execution of the Agreement, which will represent a portion of
the
$225,000 purchase price. GSA may obtain a 45-day extension to close the
transaction by paying us an additional non-refundable deposit of $10,000, which
will also be applied toward the purchase price.
Due
Diligence
The
Agreement provides that GSA will have the right to conduct due diligence on
the
Property and GSA and its representatives will have full access to the
management, properties, books, records, contracts, commitments and other
documents regarding the Property that are in our possession.
Closing
Conditions
The
transaction is subject to: (a) GSA being satisfied in its sole discretion with
the results of its due diligence review; and (b) all representations and
warranties contained in the Agreement and other documents in connection with
the
transaction, will be true and correct as of the date of the closing.
*Diatomite
is a chalk-like, soft, friable, earthy, very fine-grained, siliceous sedimentary
rock, usually light in color (white if pure, commonly buff to gray in situ,
and
rarely black). It is very finely porous, very low in density (floating on
water at least until saturated), and essentially chemically inert in most
liquids and gases. It also has low thermal conductivity and a rather high
fusion point. Diatomite is now used principally as a filter aid; but it
has many other applications, such as an absorbent for industrial spills and
as
pet litter, a filler in a variety of products from paints to dry chemicals,
an
insulation material as sawn and molded shapes as well as loose granular, a
mild
abrasive in polishes, and a silica additive in cement and various other
compounds (Source: United States Department of the Interior, US Geological
Survey, at www.minerals.usgs.gov.)
Item
9.01
Financial Statements and Exhibits
(d)
Exhibits. The exhibits listed below are filed with this report.
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10.1
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Agreement
between Atlas Minerals, Inc., White Cliffs Mining, Inc. and GSA
Resources,
Inc.
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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 hereunto
duly authorized.
| May 31, 2006 |
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| ATLAS
MINERALS, INC. |
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| (Registrant) |
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/s/
Roy Shipes |
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Roy Shipes |
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| |
Chief Executive Officer |
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