U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended: March 31, 2003

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the transition period from _______________________________

Commission File No.  0-27137

                       Atlas Resourses International, Inc.
                  --------------------------------------------
               (Name of small business registrant in its charter)

    Florida                                                        65-0509296
--------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

3135 S.W. Mapp Road
P.O. Box 268, Palm City, FL                                        34991
-------------------------------                              -------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number (561) 287-5958

Securities registered under Section 12(b) of the Exchange Act:

    Title of each class                              Name of each exchange
                                                     on which registered
          None
-----------------------------                       -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.0001 par value
                           --------------------------
                                (Title of class)


Copies of Communications Sent to:

                                Mintmire & Associates
                                265 Sunrise Avenue, Suite 204
                                Palm Beach, FL 33480
                                Tel: (561) 832-5696    Fax: (561) 659-5371

<PAGE>



     Check whether the registrant (1) 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[_]


     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State registrant's revenues for its most recent fiscal year. $0.

     Of the  11,714,241  shares of voting  stock of the  registrant  issued  and
outstanding as of March 31, 2003,  6,180,823 shares were held by non-affiliates.
The  aggregate  market  value of the voting stock held by  non-affiliates  as of
March 31, 2003 was $247,232.92.










<PAGE>


                                     PART I

Item 1. Description of Business

(a) Business Development

     Atlas   Resources   International,   Inc.  f/k/a  Clements  Golden  Phoenix
Enterprises,  Inc.  (the  "Company" or "ARII") is  incorporated  in the State of
Florida. The Company was originally incorporated as Lucid Concepts, Inc. on July
15, 1994. It changed its name in connection  with a share  exchange  between the
Company and Clements Citrus Sales of Florida,  Inc. n/k/a  GlobeFruits,  Inc., a
Florida corporation ("GF") on December 31, 1999 (the "Agreement"). May 13, 2003,
the Company  changed its name to its current name to better reflect its intended
course of business.  The Company's  common stock is presently quoted on the Over
the Counter Bulletin Board. Its executive  offices are presently located at 3135
S.W. Mapp Road, P.O. Box 268, Palm City, FL 34991. Its telephone number is (561)
287-5958 and its facsimile number is (561) 287-9776.

     The Company is filing this Form 10-KSB in compliance with the effectiveness
of its filing on Form 10-SB.

     The Company was formed with the  contemplated  purpose to  manufacture  and
market  imported  products  from China in the United States and  elsewhere.  The
business  concept  and  plan  was  based  upon   information   obtained  by  the
incorporator  several years before while working in China.  The incorporator was
unable to obtain the  cooperation and assistance of the Chinese and investors to
implement the proposed plan. After development of a business plan and efforts to
develop the business failed, all such efforts were abandoned.  In December 1999,
at the time it acquired GF as a wholly-owned subsidiary,  its purpose changed to
GF's initial purpose of citrus exportation.

     The Company  relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and Rule 506 of Regulation D promulgated  thereunder  ("Rule
506") for several transactions

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<PAGE>


regarding the issuance of its unregistered  securities.  In each instance,  such
reliance  was based  upon the fact that (i) the  issuance  of the shares did not
involve  a public  offering,  (ii)  there  were no more  than  thirty-five  (35)
investors (excluding "accredited investors"), (iii) each investor who was not an
accredited  investor  either alone or with his purchaser  representative(s)  has
such  knowledge  and  experience  in financial  and business  matters that he is
capable of evaluating the merits and risks of the prospective investment, or the
issuer  reasonably  believes  immediately  prior to  making  any sale  that such
purchaser comes within this description,  (iv) the offers and sales were made in
compliance  with Rules 501 and 502, (v) the securities  were subject to Rule 144
limitations on resale and (vi) each of the parties was a sophisticated purchaser
and had full  access to the  information  on the  Company  necessary  to make an
informed  investment  decision by virtue of the due  diligence  conducted by the
purchaser or  available  to the  purchaser  prior to the  transaction  (the "506
Exemption").

     The Company  relied upon Section  517.061(11)  of the Florida  Statutes for
several transactions regarding the issuance of its unregistered  securities.  In
each  instance,  such  reliance  was  based  upon the fact that (i) sales of the
shares of common  stock were not made to more than  thirty-  five (35)  persons;
(ii) neither the offer nor the sale of any of the shares was accomplished by the
publication of any advertisement;  (iii) all purchasers either had a preexisting
personal or business relationship with one (1) or more of the executive officers
of the Company or, by reason of their business or financial experience, could be
reasonably  assumed to have the  capacity  to  protect  their own  interests  in
connection with the  transaction;  (iv) each purchaser  represented  that he was
purchasing  for his own account and not with a view to or for sale in connection
with any  distribution of the shares;  and (v) prior to sale, each purchaser had
reasonable  access to or was  furnished  all  material  books and records of the
Company,   all  material  contracts  and  documents  relating  to  the  proposed
transaction,  and had an opportunity  to question the executive  officers of the
Company.   Pursuant  to  Rule  3E-500.005,   in  offerings  made  under  Section
517.061(11)  of the Florida  Statutes,  an offering  memorandum is not required;
however each  purchaser (or his  representative)  must be provided with or given
reasonable access to full and fair disclosure of material information. An issuer
is deemed to be satisfied if such purchaser or his representative has been given
access to all material books and records of the issuer;  all material  contracts
and  documents  relating to the  proposed  transaction;  and an  opportunity  to
question the appropriate  executive officer. In the regard, the Company supplied
such information and management was available for such questioning (the "Florida
Exemption").

     In December  2002, the Company  issued  1,000,000  shares of its restricted
common  stock  valued at  $70,000,  to Joseph  Rizzuti,  the  Company's  current
Chairman,  in exchange for a partial release from debt and cancellation of loans
previously  made to the Company in that amount.  For such offering,  the Company
relied upon the 506 Exemption and the Florida Exemption.

     Also in December  2002, the Company issued 500,000 shares of its restricted
common stock to Donald Mintmire,  the Company's legal counsel, in exchange for a
release  from  debt for  legal  services  in the  amount  of  $35,000.  For such
offering, the Company relied upon the 506 Exemption and the Florida Exemption.

     In March 2003, the Company  issued 500,000 shares of its restricted  common
stock to Freeman Perry pursuant to a resolution of the Board of Directors  dated
January 8, 2003.  The shares were issued for  consulting  and advisory  services
performed on behalf of the Company  valued at $35,000.  For such  offering,  the
Company relied upon the 506 Exemption.

     See (b) "Business of Registrant" immediately below for a description of the
Company's business.


                                        4

<PAGE>


(b) Business of Registrant

General

     The Company was formed in July 1994 and had little or no  operations  until
December 1999, when it acquired GlobeFruits, Inc. f/k/a Clements Citrus Sales of
Florida,  Inc. The Company's  initial market  development has been in the citrus
industry.  From its earlier days of successfully  shipping Florida Grapefruit to
Italy in the 1980's,  a market with  similarly  difficult  trade barriers at the
time, the Company has effectively  broken down the  agricultural  trade barriers
with China and is actively developing this new market.

History

     Atlas Resources International, Inc. trades on the Over The Counter Bulletin
Board and is quoted under the symbol ALRE. Atlas is headquartered in Stuart, FL,
in the heart of the famed Indian River citrus growing region, which is generally
considered  to produce some of the best tasting  oranges and orange juice in the
world.  GlobeFruits  has spent the last three  years  favorably  organizing  and
developing a pathway into opening the Chinese  citrus  market.  GlobeFruits  has
played an integral  part in actively  promoting  citrus  products to the Chinese
market,  which had  traditionally  been  closed to the U.S.  GlobeFruits  is now
actively developing this new export market.

     In 2000, the United States Congress passed legislation for Permanent Normal
Trade Relations (PNTR) with the Peoples Republic of China; and President Clinton
signed the PNTR bill into law. The advantages to the  normalization of the trade
between our two countries are numerous.  Standing out among these  advantages id
the  expected  dramatic  reduction  in import  tariffs  placed  on  agricultural
products  including  citrus fruit and juice products from the U.S. over the next
few years.

Present

     The  company  has  laid  off all  employees  and  curtailed  all  operating
expenditures  except for essential filing  requirements until additional funding
is obtained. Upon funding,  implementing the original business plan with updated
marketing  data on the China market will resume.  In addition,  the company will
seek joint  ventures and  acquisitions  to grow  revenues and access new markets
both domestically and  internationally.  Due to the lack of funding, the company
has not been able to continue its marketing and distribution agreements with its
existing distributors.

     The original  business plan of shipping  fresh Florida  grapefruit to China
and then introducing  additional citrus products once a market presence had been
established,  was  changed  as a result of an  extensive  trip to China in April
1998.  It was during that trip,  that GF  management  began to realize  that the
lucrative market for frozen concentrate 100% orange juice in China had yet to be
developed.

     Although  test  marketing and sampling had been ongoing for a couple years,
GF frozen concentrate products made their official introduction into the Chinese
marketplace  at HOFEX '99,  the Hong Kong Trade  Show,  in May of 1999.  Over 45
vendors were invited as the Company's guests to the presentation and open forum.
All invitees had tasted the Company's  product line of Florida Valencia Oranges,
Ruby Red  Grapefruit and Frozen  Concentrate  Orange Juice prior to the show and
had expressed a strong interest in carrying the Company's  products.  This forum
allowed  the  Company's  management  to  personally  demonstrate  the  Company's
products and poll the participants'  reactions.  The results were overwhelmingly
positive.  The Company also  determined that there was no other 100% pure frozen
concentrate orange juice in a ready to mix can on the Chinese market.

                                        5

<PAGE>


Business Strategy

     The Company's business strategy,  which is dependent upon its continuing to
have sufficient cash flow from operations and/or obtaining sufficient additional
financing  with which to enhance the  commercialization  of existing  and future
products, is to be the "First to Market" in providing a high quality, 100% pure,
frozen  concentrate  orange juice.  Although the Chinese  market is  potentially
large enough to accept total world  production of orange juice and fresh citrus,
the corporate  strategy has been and still  remains  simply to be the first into
the Chinese market with the best branded  frozen  concentrate  orange juice.  By
entering  the fruit juice market  during its  infancy,  the Company is presented
with an opportunity to set frozen  concentrate as the benchmark for taste in the
citrus  market.  The  Company's  orange juice has been  developed  particular to
Chinese taste preferences.

     The second part of the Company's  business strategy is to take advantage of
growing health  consciousness  of the Chinese  consumer.  In China,  there is an
increasing awareness of health and nutritional issues.  Publications,  web-sites
and organizations  promoting good health are becoming  increasingly common. Many
earlier  generations of the single child policy are overweight due to "spoiling"
and over  consumption  of food.  This trend is changing as Chinese  families are
becoming  more  aware  of the  health  benefits  of a  proper  diet.  Government
ministries are getting involved with sports, health and education and have begun
publicly  promoting healthy living and good nutrition.  The Company's juices are
being promoted as a nutritious  health beverage.  The Company's  advertising and
marketing  will  stress the health  benefits  of the citrus  products  including
Vitamin  C and Folic  Acid and the  benefits  they  provide  against  colds/flu,
viruses and cancer.  Presently  there are no products being marketed this way in
China.

     The Company  will take  advantage  of the Chinese  consumer's  affinity for
American  products.  Distributors are looking for quality  American  products to
carry. The current fruit juice market is fragmented and underdeveloped,  and the
opportunity is ripe for an American, high quality juice product to exploit.

     A final advantage of the Company's frozen  concentrate  orange juice is the
packaging.  Packaging in the twelve (12) ounce can is a considerable  benefit to
average  Chinese  consumers that typically carry their groceries long distances,
either on their backs or via bicycle.  They are lightweight and their small size
makes them convenient to carry in backpacks or bicycle baskets.

     In the event that the  Company  achieves a strong  foothold  in the Chinese
marketplace,  the Company intends to introduce  other quality  products into the
market  through  its  already  established  distribution  channels.  These other
products are expected to include cranberry sauce,  frozen concentrate  cranberry
juice,  frozen  concentrate red grapefruit juice,  frozen  concentrate grape and
frozen  concentrate apple juice. These varieties are expected to be labeled with
and promoted as the Company's brands to capitalize on the favorable reputation..

     The Company's revenues for the fiscal year ended March 31, 2003 were $0 and
it is therefore  dependent upon its capital  raising  activities.  Revenues from
sales are recognized in the period in which sales are made. The Company's  gross
profit  margin will be determined in part by its ability to estimate and control
direct costs of  production  and shipping  and its ability to  incorporate  such
costs in the price charged to its distributors.

           Marketing

     The following  discussion of the Chinese citrus industry,  as it relates to
the  Company's  objectives,  is of  course  pertinent  only  if the  Company  is
successful in maintaining sufficient cash

                                        6

<PAGE>

flow from operations and/or obtaining sufficient debt and/or equity financing to
commercialize  its existing  products,  to add  additional  key personnel  where
needed, and to supplement new product development. In addition, the Company must
be able to  generate  significant  profits  from  operations  and/or  additional
financing  to continue  expanding  the business  and/or to fund the  anticipated
growth,  assuming the Company's proposed expanded business is successful.  There
can be no  assurance  such  financing  can be  obtained  or that  the  Company's
proposed expanded business will be successful.

     There are more  than 1.24  billion  consumers  in China and that  number is
growing.  Approximately  ninety-six  percent (96%) of these consumers have never
been exposed to real orange juice,  either in fresh or frozen  concentrate form.
In  fact,  what is being  portrayed  as  orange  juice  in the  market  place is
typically less than ten percent (10%) juice.  Refrigerators  are becoming common
household  appliances  along major eastern coastal  cities.  Many households now
have  distilled  water  dispensers,  an indication  that the Chinese  people are
becoming increasingly more health conscious.  Chilled, drinkable, filtered water
has also become widely available to the average Chinese consumer.  These two (2)
trends provide the Company the opportunity to provide and supply orange juice in
frozen  concentrate  form.  Although in most major cities today, the majority of
families now have refrigeration, this was not the case even five (5) to ten (10)
years  ago.  The  Chinese  consumer  now has the  capability  to mix the  frozen
concentrate to their liking.  The Company's test marketing has proven the strong
demand for a quality juice product.  By marketing the Company's orange juice not
only as a one hundred  percent (100%) juice product,  but also as a health food,
the Company  expects to hit multiple  areas of increasing  demand by the Chinese
consumer.

     The Chinese  culture  continues to change,  as trade  between China and the
rest of the world continues to thrive. Chinese consumer tastes are evolving, due
to increased  exposure to Western Media.  Utilizing a higher disposable  income,
the Chinese consumer has shown a willingness to spend more on costly,  or luxury
goods,  especially  those that add to their  quality  of life.  One (1) piece of
evidence of this has been the incredibly early success of the Tang product. Tang
opened  the  market  to Coca  Cola and other  successes.  Now juice is  becoming
increasingly popular, as it becomes more available to the Chinese consumer.  The
health  benefits of orange  juice  alone,  as well as its great  taste,  make it
desirable  to two (2)  sections  of Chinese  society.  The first is the  Chinese
burgeoning  middle class,  which stress an  importance  on the "yuppie"  healthy
lifestyle.  The second is the average Chinese family  consumer,  which is due in
large part to the policy of "one (1) child" for families in metropolitan cities.
That one (1) child typically has six (6) people caring for their health [two (2)
parents,  four (4)  grandparents].  In  Chinese  culture,  it is the  mother who
typically  does  the  food  shopping  and the  grandparents  who  determine  the
discretionary  purchases.  Simply  put,  the  health  of the  one (1)  child  is
extremely important.

     To gauge the size of the  potential  market,  the Company  focused  only on
families living in major cities,  particularly  along the coast, due to the fact
that  most  have   refrigerators.   This  number  however  does  not  take  into
consideration the vast institutional market in China, i.e., schools, businesses,
hospitals,  airlines and train lines,  commuters and  tourists.  The size of the
market for fresh  fruit is  considerably  larger,  because  there is no need for
refrigeration.  According to the Vice President of Corporate  Communications for
Sunkist  Growers,  the  Chinese  market  should  reach $500  million in sales of
oranges alone, within the first five (5) years.

     Orange  production in China is widely  fragmented  and  primarily  services
local  populations.  Orange groves in China have never been fully  developed and
cultivated  as they have in other parts of the world.  It would take many years,
and huge amounts of capital,  for the Chinese domestic  production to get out of
the  developmental  stage.  Due to the poor  condition of the road system in the
countryside  where these groves are located,  the orange crop is only cultivated
in small  quantities for local  consumption in the  surrounding  small villages.
Very limited amounts actually leave the region. The infrastructure necessary for
the development and support of large production

                                        7

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capabilities for crops such as oranges, is still in its infancy. Everything from
paved roadways,  water support  systems and soil  enrichment  processes would be
needed.  The Company's  management has toured and inspected many of the sites in
China where oranges are grown.

     Oranges are very  popular with  Chinese  consumers,  as is witnessed by the
fact that in 1996 there were  approximately  U.S.  $159.7 MM in orange  sales in
Hong Kong alone. In fact, U.S. oranges  accounted for sixty-six and seven tenths
percent  (66.7%) of Hong Kong's orange market in 1996,  and 85.6% in 1997.  U.S.
oranges hold  ninety-seven  percent (97%) and  ninety-five  percent (95%) of the
Taiwan  market as well.  The majority of Valencia  Oranges that have entered the
Chinese  market are from  California  and have been  shipped  into Hong Kong and
re-exported  through  Guangzhou.  As the PRC continues to take steps to open its
markets to fall in line with world trade  practices,  it  continues to close the
avenues  for  illegal  imports.  The  demand  for  oranges  alone  in the PRC is
projected to reach approximately $500 MM in the next three (3) years.

     There is no Chinese  domestic  production of  grapefruit  of any type.  The
United States produces more grapefruit than all the other  grapefruit  producing
nations combined. Indian River grapefruit is world renowned.

     Currently, ready to mix Florida citrus orange juice ("FCOJ") is not readily
available in many foreign  countries and China is no exception.  There is a very
limited  amount of frozen  concentrate  juice product of any type  servicing the
Chinese  marketplace  currently.  For orange juice  products  that are currently
being offered,  the product is shipped in bulk to allow the receivers to mix and
package  themselves  in China.  While  this  method is cheaper  for the  foreign
production  facilities,  it often presents  potential problems for the consumer.
Instead of mixing the product to a three (3) to one (1) ratio for the best taste
and color, some facilities mix the product five (5) to one (1) or more, thinking
that they will gain more  product  for  sale.  The  production  facilities  were
thinning  out  the  bulk  product   with   additional   water  and  then  adding
beta-carotene for color and sugar for taste. The bottled product looked horrible
and had little  taste.  The end result is that the taste and  appearance  of the
product  turn off the  consumer  and they will not come back to it.  This is the
case in the China market.

     Fresh  orange  juice is  provided  in the high end  hotels  and some  small
shopping  markets in many of the major  cities in China.  The cost of a glass of
fresh  orange  juice  is  typically  prohibitive  to the  vast  majority  of the
populace.  The target  market for fresh  orange juice has been the very high end
market,  mostly foreigners and tourists or the very wealthy Chinese.  Presently,
the average Chinese consumer has access to affordable tea products,  sodas, beer
and alcohol,  although  fruit juice is not available in most small stores and is
not  a  common  beverage.  Currently,  there  is no  commodity  in  the  Chinese
marketplace identical to our frozen concentrate orange juice. However, there are
several  products of orange  flavored drinks or orange juice with additives that
can be considered  competitors.  Orange juice products that are currently  being
offered  are  typically  shipped  in  bulk to  allow  the  receivers  to mix and
reconstitute  themselves  in China,  where it is typically  thinned out the bulk
product with additional water and then add beta-carotene for color and sugar for
taste.

Market Demand

     The Chinese  people like oranges.  In developing an estimate for the demand
by  population  of the  Peoples  Republic  of China,  the Company has taken into
consideration  the  demand  for both fresh  citrus  products,  as well as orange
juice,  in both Hong Kong and  Taiwan.  In Hong  Kong,  oranges  are the  single
largest  imported  fruit by value and were  valued at greater  than U.S.  $159.7
million in 1996.  Hong Kong has the highest  rate of orange  consumption  in the
world.  This is no doubt due in large part to the fact that it is the major port
for illegally re-exporting oranges to the

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rest of China. In 1996, U.S.  oranges  accounted for 66.7% of Hong Kong's orange
market and in 1997 accounted for 85.6% of the orange  market.  In Taiwan in 1996
and 1997,  U.S.  oranges  accounted  for 97% and 95% of the total orange  market
respectively.  From these  figures,  the Company has been able to determine that
there has been a considerable demand that continues to increase for U.S. oranges
in the regions where Chinese consumers are able to purchase the product.

Competition

     The Company faces competition from large,  well-established  companies with
considerably  greater financial,  marketing,  sales and technical resources than
those available to the Company. Additionally,  many of the Company's present and
potential competitors have capabilities that may allow such competitors to offer
its  products  at prices  which may compete  with the  Company's  products.  The
Company's  products  could  be  made  uneconomical  by the  introduction  of new
products,  changes affecting the cost of packaging and shipping, or marketing or
pricing  actions  by one or more of the  Company's  competitors.  The  Company's
business,  financial  condition  or results of  operations  could be  materially
adversely  affected  by  one or  more  of  such  developments.  There  can be no
assurance that the Company will be able to compete  successfully against current
or future  competitors  or that  competition  will not have an material  adverse
effect on the Company's business, financial condition or results of operations.

     The industry for orange juice and orange drinks currently  available in the
Chinese  market is very  fragmented  with no company  controlling a large market
share or market lead outside of their home region or district. The vast majority
of these orange  products in the market  contain very limited  amounts of juice.
However,  it is not uncommon to see small stands in the large  superstores  with
people squeezing juice from oranges.

Domestic

Great Lakes ("Da Hu")

     Great Lakes is a small family owned  Chinese  company based out of Tianjin.
Great  Lakes  provides  pre-mixed  orange,  grapefruit,  apple and apple  cherry
juices.  Although  typically no additives are added, their orange and grapefruit
juices  tend to be watered  down.  Great  Lakes has been  active in the  Chinese
Marketplace  since 1993. Its products are sold in both one (1) liter and two (2)
liter  size   containers.   This  product  has  been  very   expensive  for  the
distributors, resulting in several distributors looking for other suppliers.

Strengths

Local company

Established  in  the  Chinese  market  for  8  years.  Distribution  chain  well
established.

Weaknesses

-    Small company
-    Local distribution
-    Less expensive than Dole

Beijing Fresh Juice Company

     Beijing  Fresh Juice  Company is a Chinese  Company  which  provides  juice
products to the local  Beijing  market.  Its current  product  line  consists of
grapefruit and tomato juices. Beijing Fresh

                                        9


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Juice Company has been active in the Beijing market for a limited time.

Strengths

Active in the Beijing market.

Weaknesses

-    Products are not very popular.
-    Limited distribution

TianJin Chengbao Orange Juice Company

     TianJin  Chengbao  Orange Juice Company is a Chinese Company which provides
juice to the local market of TianJin.  TianJin  Chengbao has only been active in
the Chinese  Marketplace  for the past few years.  The product is expensive  for
distributors,  resulting  in  dissatisfaction  and the  search  for  replacement
suppliers.  TianJin Chengbao Orange Juice Company sells Orange Juice,  Pineapple
Juice and Apple Juice to the Holiday Inn Crown Plaza Zheng Zhou.

Strengths

Products are produced locally.

Weaknesses

-    Products are not very popular.
-    Very limited distribution.
-    Brand name is not well known.

Foreign

Tropicana

     Tropicana  has been active in the Chinese  Marketplace  for several  years.
Tropicana  products are sold primarily in upscale hotels and  restaurants  which
cater to the wealthy elite,  tourists and business  travelers.  Current products
include fresh orange juice,  apple juice and papaya juice not from  concentrate.
Tropicana is not active in the frozen concentrate  market.  Tropicana  maintains
two offices in China: one in Hong Kong and one in Beihai,  Guangxi.  Tropicana's
Asia-Pacific  division  has a major  production  facility in China,  where it is
developing  8,000  acres of orange  groves  for its fresh  product.  Tropicana's
products are expensive to both the wholesale distributor and to the consumer and
are not readily available to even the new "Middle Class".

Strengths

     Financial strength of company, as well as strength of parent company, Pepsi
Co. Fresh orange juice,  apple juice and papaya juice only.  Served in most four
and five star hotels.  Very strong  representation and proliferation  throughout
the Chinese high-end marketplace.

                                       10

<PAGE>

Established presence in China.
Developing orange groves and a production facility in China.

Weaknesses

-    Provides juice only, thereby limiting its exposure.
-    Expensive.

     Has been  viewed as  "dumping"  inferior  quality on the market and has had
difficulty with distributors as a result.

Dole

     Dole has been in the  Chinese  market  since  1994,  but has only a limited
presence currently.  Dole sells only pre-mixed juice beverages.  Fifty-five (55)
gallon  containers  of  frozen  concentrate  citrus  juice are sent to the joint
venture co-packing facility in Huizhou,  Guangdong Province. Once it arrives, it
is "pre-mixed"  adding  coloring,  flavoring and pasteurized a second time. Dole
products currently sold in China are orange juice, apple juice, pineapple juice,
pineapple banana and orchard peach. Dole produces its pineapple juice in China.

Strengths

-    Financial strength of company.
-    Distribution Channels in China are established through Tropicana.

Weaknesses

-    Provides juice only, thereby limiting brand name exposure.
-    Expensive to the consumer.
-    Large size of pre-mixed  bottle  difficult to carry for the average Chinese
     consumer.
-    Watered down during pre-mixing and inconsistent quality.
-    2nd Pasteurization destroys much of the flavor.


Minute Maid

     Minute  Maid has been  active  in the  Chinese  marketplace  since  the mid
1990's.  Coca-Cola,  the parent company of Minute Maid, has had enormous success
at  developing  consumer  demand for its product  among the  Chinese  consumers.
Minute  Maid  products  are only being  served in pre-  mixed,  "ready to drink"
bottles.

Strengths

-    Financial strength of parent company, Coca Cola.
-    Ability to draw upon Coca-Cola's experience in successfully penetrating and
     developing the Chinese marketplace.
-    Access to Coca-Cola's distributors and other business relationships.
-    Successful past history of frozen concentrate products in the U.S. market.



                                       11

<PAGE>


-    Expensive.

-    Due to co-packing in China,  the quality  level of the  "pre-mixed"  orange
     juice is often inconsistent.
-    2nd Pasteurization during "pre-mixing" stage destroys much of the flavor.
-    Large size of pre-mixed  bottle  difficult to carry for the average Chinese
     consumer.
-    Provides juice only, thereby limiting brand name exposure.

Sunkist

     Uses the brand name of "Xin  Qishi" in China.  Sunkist  has been  exporting
fresh oranges to the Chinese marketplace for a few years. They have sold oranges
to buyers in Hong Kong,  which has retained its favorable trade  position,  even
through the transition to Chinese  ownership.  The buyers in Hong Kong illegally
re-export the oranges to other parts of China.  Sunkist also provides its orange
soda to the Chinese marketplace.

Strengths

-    Brand name recognition.
-    Financial strength of company.
-    Developed distribution channels for its soda.

Weaknesses

     Due to the ban on  agricultural  imports,  Sunkist did not export  directly
into the Peoples  Republic of China,  only to Hong Kong. The buyers in Hong Kong
then exported them into China.  Several Chinese government officials were jailed
at the end of 1999 for allowing cross-border traffic of agricultural products.

-    Sunkist  oranges'  juice  content  and  flavor  is less  than  the  Florida
     Valencia.
-    Provide fresh oranges only, thereby limiting brand exposure.

Sources and Availability of Raw Materials

     The  materials and equipment  needed to produce  Florida  citrus are widely
available  from numerous  third parties for rent or for sale. The citrus is then
packaged by a third party  independent  contractor and shipped to mainland China
to be  distributed  by one (1) of the  Company's  distributors.  No  shortage of
materials is expected in the foreseeable future.

Research and Development

     The Company  believes that research and development is an important  factor
in its future growth.  Although,  the citrus growing and exportation industry is
not closely linked to technological  advances, it occasionally produces new ways
to raise and harvest  crops,  resulting in disease and pest  resistant  product,
which  stays fresh for a longer  period of time.  Therefore,  the  Company  must
continually  invest in the technology to provide the best quality product to the
public and to  effectively  compete  with other  companies in the  industry.  No
assurance  can be made that the Company will have  sufficient  funds to purchase
technological advances as they become available.

     Additionally,  due to the rapid advance rate at which technology  advances,
the  Company's  equipment  may be outdated  quickly,  preventing or impeding the
Company from realizing its full potential profits.


                                       12


Patents, Copyrights and Trademarks

     The Company  intends to protect its  original  intellectual  property  with
patents, copyrights and/or trademarks as appropriate.

     In May 2000, the Company filed an application with the United States Patent
& Trademark  Office  ("USPTO")  and China to trademark  the name  "Clements"  in
International  classes  thirty-one (31) (fresh fruit) and thirty-two (32) (fruit
juices).

Governmental Regulation

     The Chinese Market has been one which has been traditionally  closed to the
Western  world,  due to  substantial  trade barriers put in place by the Chinese
Government.  Following the successful  transfer of Hong Kong back to the Peoples
Republic of China in 1998, a decision was made by senior government officials in
Beijing to allow more Western  goods into the country.  Beijing also relaxed its
hold  on  state  run  television  and  allowed  western  programming,  with  its
commercials.  The  Chinese  consumers  are now  exposed to the  cultures  of the
western world, including the fitness craze and healthy eating trends.

     The Company is one of the first United States  businesses to legally export
fresh citrus to the Chinese market.  Until March 22, 2000,  there has been a ban
in China on agricultural imports from the United States. Some companies had been
illegally  exporting their products to Hong Kong, where they were re-exported to
the rest of China.  However, the Chinese government has been recently focused on
cracking down on individuals involved in these illicit activities. At the end of
1999,  several local Chinese  politicians  were arrested for permitting  illegal
imports of produce into China.  This provides a significant  advantage for fruit
that is legally imported into China.

Effect of Probable Governmental Regulation on the Business

     The United States Congress approved  legislation for Permanent Normal Trade
Relations  (PNTR)  with the  People's  Republic  of  China.  The  advantages  of
normalization  of trade between our two  countries  are  numerous.  Standing out
among  these  advantages  is the fact that the 36%  tariff  currently  placed on
certain  agricultural  products  from the US will be reduced to roughly 12% over
the next few years.

     Citrus  products  and food  products in general may be subject to extensive
regulation by the Chinese  government,  in some case by state and local laws and
by foreign laws and international  treaties. The Company's products must conform
to a  variety  of  domestic  and  international  requirements.  In order for the
Company  to sell its  products  in a  jurisdiction,  it must  obtain  regulatory
approval and comply with different regulations in each jurisdiction.  The delays
inherent  in this  governmental  approval  process  may cause the  cancellation,
postponement or rescheduling of the purchase by the Company's  customers,  which
in turn may have a material  adverse  effect on the sale of such products by the
Company  to such  customers.  The  failure  to  comply  with  current  or future
regulations  or changes in the  interpretation  of  existing  regulations  could
result in the suspension or cessation of product sales. Such regulations or such
changes in  interpretation  could require the Company to modify its products and
incur  substantial  costs to comply with such time-  consuming  regulations  and
changes.

                                       13

<PAGE>

     The  regulatory  environment  in which the  Company  operates is subject to
change.  Regulatory  changes,  which are  affected by  political,  economic  and
technical  factors,  could  significantly  impact the  Company's  operations  by
restricting development efforts by the Company and its customers, making current
products unacceptable or increasing the opportunity for additional  competition.
Any  such  regulatory  changes  could  have a  material  adverse  effect  on the
Company's business,  financial condition and results of operations.  The Company
might deem it  necessary or advisable to alter or modify its products to operate
in  compliance  with such  regulations.  Such  modifications  could be extremely
expensive  and,  especially  if  subject  to  regulatory  review  and  approval,
time-consuming.

Cost of Research and Development

     For fiscal year 2003, the Company expended no measurable amount on research
and development  efforts. At the current time, none of the costs associates with
research and development are borne directly by the customer; however there is no
guarantee  that such costs will not be borne by  customers in the future and, at
the current time,  the Company does not know the extent to which such costs will
be borne by the customer, if at all.

Cost and Effects of Compliance with Environmental Laws

     The  Company's  business is not subject to  regulation  under the state and
Federal  laws  regarding  environmental   protection  and  hazardous  substances
control. The Company is unaware of any bills currently pending in Congress which
could change the application of such laws so that they would affect the Company.

Employees and Consultants

     At March 31, 2003, the Company employed one (1) person, Joseph Rizzuti. Mr.
Rizzuti, the Company's current Chairman, is not represented by a labor union for
purposes of collective  bargaining.  The Company considers its relation with Mr.
Rizzuti  to  be  excellent.  The  Company  has  significantly  scaled  back  its
operations due to financial constraints.

     In May 2003,  the Company hired Antonia Doria to be its President and Chief
Executive Officer.

Item 2. Description of Property

     The Company  maintains its executive  offices at 3135  Southwest Mapp Road,
P.O. Box 268, Palm City, FL 34991.  Its telephone  number is (561)  287-5958 and
its facsimile number is (561) 287-9776.

     The Company now operates only from its executive  offices,  which it shares
with Beacon Accounting, owned by the Company's current Chairman.

     The Company owns no real property and its personal  property consists of an
automobile, computer equipment, furniture and fixtures, with an original cost of
$117,912.




                                       14

<PAGE>

Item 3. Legal Proceedings

     Former  officers  and  directors  of the Company  have been  subpoenaed  as
witnesses to testify before the Grand Jury in Fort Pierce,  FL. No target of the
investigation  has been named,  nor have any  indictments  been handed down. The
investigation is ongoing.

     In September  2002,  Graceland  Fruit,  Inc. sued  GlobeFruits,  Inc.,  the
Company's wholly owned subsidiary and obtained a final judgment in the amount of
$20,284.01, which judgment accrues interest at a rate of nine percent per annum.

Item 4. Submission of Matters to a Vote of Security Holders

     No matter was  submitted to a vote of the Company's  shareholders,  through
the  solicitation  of proxies or otherwise  from the Company's  inception to the
close of the 2002 fiscal year ended March 31, 2003, covered by this report.

Item 5. Market for Common Equity and Related Stockholder Matters.

     Shares of the  Company's  common  stock are quoted on the Over the  Counter
Bulletin Board ("OTCBB").

     The shares  quoted are subject to the  provisions of Section 15(g) and Rule
15g-9 of the  Securities  Exchange Act of 1934, as amended (the Exchange  Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for  transactions in penny stocks and Rule 15g9(d)(1)  incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
registrant's  net  tangible  assets;  or  exempted  from the  definition  by the
Commission.  Trading  in the  shares is subject  to  additional  sales  practice
requirements  on  broker-dealers  who sell penny  stocks to  persons  other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  common stock and may affect the
ability of shareholders to sell their shares.


                                       15


     As of March 31, 2003, there were approximately 193 holders of record of the
Company's common stock.

     As of March 31, 2003, the Company had 11,714,241 shares of its common stock
issued and  outstanding,  9,580,392 of which were restricted Rule 144 shares and
2,133,849 of which were  free-trading.  Of the Rule 144 shares,  3,504,251  have
been held by affiliates of the Company for more than one (1) year.

Dividend Policy

     The Company has never paid or declared  any  dividends  on its common stock
and does not anticipate paying cash dividends in the foreseeable future.

Item 6.    Management's Discussion and Analysis

     The Company was formed with the  contemplated  purpose to  manufacture  and
market  imported  products  from China in the United States and  elsewhere.  The
business  concept  and  plan  was  based  upon   information   obtained  by  the
incorporator  several years before while working in China.  The incorporator was
unable to obtain the  cooperation and assistance of the Chinese and investors to
implement the proposed plan. After development of a business plan and efforts to
develop the business failed, all such efforts were abandoned.  In December 1999,
at the time it acquired GF as a wholly-owned subsidiary,  its purpose changed to
GF's initial purpose of citrus exportation.

     The Company was still in the development stage until December 1999 when the
Share  Exchange took place between GF and the Company and is still emerging from
that stage.  For the fiscal year ended March 31, 2003, the Company  generated $0
revenues  and  had a net  loss  of  $(403,505)_.  Due to the  Company's  limited
operating history and limited  resources,  among other factors,  there can be no
assurance that  profitability  or significant  revenues on a quarterly or annual
basis will occur in the future.

     In May 2000,  the Company  shipped its first  citrus  products  directly to
mainland  China.  The Company has since  shipped five (5)  containers  of frozen
concentrate orange juice and fresh oranges to China.

     Since  contracting  with its  first  two (2)  distributors  and upon  being
granted  permits to ship  citrus  directly to  mainland  China,  the Company has
significantly  paired down operations in an effort to cut expenses.  It has laid
off all of its employees  including  virtually all of its upper level management
due to lack of working  capital.  Its ability to continue as a going  concern is
questionable.

Results of Operations - For the Year Ended March 31, 2003 and For the Year Ended
March 2002.

Revenues

     Revenues  for the twelve (12) month  period  ended March 31, 2003 and March
31, 2002 were $0 and $132,921.

                                       16

<PAGE>


Operating Expenses

     Total  Operating  Expenses  for the year ended March 31, 2003 and March 31,
2002  were  $255,508  and  $958,308,  respectively.  Net loss was  $403,505  and
$1,172,858 respectively.

Assets and Liabilities

     Assets were $10,543 as of March 31, 2003, and $43,901 as of March 31, 2002.
As of March 31, 2003,  assets  consisted  primarily of property and equipment in
the amount of $10,343.  Liabilities  were  $2,660,136 and $2,439,989 as of March
31,  2003 and March 31, 2002  respectively.  Both as of March 31, 2003 and as of
March 31, 2002, liabilities consisted primarily of loans and interest payable to
shareholders,  investors  and/or  employees  of the  Company as well as accounts
payable.

Stockholders' Equity

     Stockholders' equity was $(2,649,593) as of March 31, 2003 and $(2,396,088)
as of March 31, 2002.

Financial Condition, Liquidity and Capital Resources

     At March 31,  2003 the  Company  had cash and cash  equivalents  of $200 as
compared to $48 at March 31, 2002.

     The Company may raise  additional  capital  through  private  and/or public
sales of securities in the future but has no definite commitments at this time.

Forward-Looking Statements

     This Form 10-KSB includes  "forward_looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10_KSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital  expenditures  (including the amount and nature thereof),  demand
for the Company's  products and services,  expansion and growth of the Company's
business and operations, and other such matters are forward_looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward_looking statements made in this Form 10_KSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.

                                       17

<PAGE>

Item 7. Financial Statements


     The  Company's  financial  statements  have  been  examined  to the  extent
indicated in their reports by DoRocco & Dombrow  Financial  Corporation and have
been prepared in accordance with generally  accepted  accounting  principles and
pursuant  to  Regulation  S-B as  promulgated  by the  Securities  and  Exchange
Commission and are included  herein,  on Page F-1 hereof in response to Part F/S
of this Form 10-KSB.

Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

     The  Company has used the firm of DoRocco & Dombrow  Financial  Corporation
since August 2002.  Their address is 3601 West Commercial  Boulevard,  Suite 39,
Fort Lauderdale,  FL 33309. Prior to that time, the Company had engaged the firm
of Kaufman Rossin & Co., P.A.  since December 2000.  Their address is 2699 South
Bayshore Drive, Miami, FL 33133. Prior to that time, the Company had engaged the
firm of Joan Staley C.P.A., P.A. as its independent auditor until it resigned in
December  2000.  The  resignations  were  not due to any  disagreement  with the
Company on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.



                                       18

<PAGE>

                                              TABLE OF CONTENTS




Independent Auditors' Report                                                F-1

Consolidated Financial Statements

Balance Sheet                                                               F-2

Statements of Operations                                                    F-3

Statements of Changes in Stockholders' Deficiency                           F-4

Statements of Cash Flows                                                    F-5

Notes to Consolidated Financial Statements                                  F-6




                                       19



<PAGE>


INDEPENDENT AUDITORS' REPORT




Board of Directors and Stockholders
Atlas Resources International, Inc.
Stuart, Florida



We have audited the accompanying  consolidated  balance sheet of Atlas Resources
International,  Inc. and Subsidiary (the "Company") as of March 31, 2003 and the
related   consolidated   statements  of  operations,   change  in  stockholders'
deficiency  and cash flows for the years ended  March 31,  2003 and 2002.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to  obtain  reasonable  assurance  about  whether  the  consolidated   financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall consolidated financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As more fully  described in
Note 2, the Company has sustained  operating losses and negative cash flows from
operations, has a working capital deficiency of approximately $2,660,000 and has
experienced  difficulties  meeting its  obligations  as they  become due.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 2. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


/s/ DiRocco & Dombrow, P.A.
Ft. Lauderdale, Florida
August 13, 2003


                                                                             F-1
<PAGE>

<TABLE>
<CAPTION>
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 2003
================================================================================


<S>                                                                             <C>
CURRENT ASSETS
Cash                                                                            $               200
Accounts receivable, net of allowance of $110,404 respectively                                    -

Loans and accrued interest receivable from former officer, net of
allowance of $121,326                                                                             -
Total current assets                                                                            200
                                                                                -------------------

PROPERTY AND EQUIPMENT, NET                                                                  10,343
                                                                                -------------------

TOTAL ASSETS                                                                    $            10,543
                                                                                ===================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable                                                                $           593,674
Accrued expenses                                                                            412,972
Accrued interest payable - stockholders                                                     472,242
Convertible notes payable                                                                   500,000
Loans payable -- stockholders                                                               681,248
TOTAL LIABILITIES                                                                         2,660,136
                                                                                -------------------

STOCKHOLDERS' DEFICIENCY

Common stock, $.001 par value; 50,000,000 shares authorized;
12,764,201 shares issued and outstanding                                                     12,764
Additional paid-in capital                                                                5,079,408
Accumulated deficit                                                                      (7,741,765)
TOTAL STOCKHOLDERS' DEFICIENCY                                                           (2,649,593)
                                                                                -------------------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY                                  $            10,543
                                                                                ===================
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                                                             F-2

<PAGE>


<TABLE>
<CAPTION>
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 2003 AND 2002

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


                                                                 2003                   2002
                                                         =====================  =====================

<S>                                                       <C>                   <C>
REVENUE                                                   $                  -  $             132,921

COST OF GOODS SOLD                                                           -                132,465
                                                         ---------------------  ---------------------

GROSS PROFIT (LOSS)                                                          -                    456
                                                         ---------------------  ---------------------

OPERATING EXPENSES
Bad debts - trade                                                       28,160                 82,244
Consulting fees                                                         30,000                220,689
Market research and development                                              -                 60,235
Professional fees                                                       91,581                 84,575
Salaries                                                                67,500                300,255
Selling, general and administrative                                     23,267                210,310
Loss on settlement of accounts payable                                  15,000                      -
Total operating expenses                                               255,508                958,308
                                                         ---------------------  ---------------------

LOSS BEFORE OTHER INCOME (EXPENSE)                                    (255,508)              (957,852)
                                                         ---------------------  ---------------------

OTHER INCOME (EXPENSE)
Interest income                                                              -                      7
Interest expense                                                      (147,997)              (215,013)
Total other income (expense)                                          (147,997)              (215,006)
                                                         ---------------------  ---------------------

NET LOSS                                                              (403,505) $          (1,172,858)
                                                         =====================  =====================


NET LOSS PER COMMON SHARE - BASIC AND  DILUTED           $               (0.04) $               (0.14)
                                                         =====================  =====================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                       11,313,652              8,837,415
                                                         =====================  =====================
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                                                             F-3

<PAGE>

<TABLE>
<CAPTION>
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
YEAR ENDED MARCH 31, 2003 AND 2002


                                                     Common Stock             Additional       Accumulated
                                               Shares         Par Value    Paid-In Capital       Deficit          Total
                                            ==============  =============  =================  ===============  =============

<S>                                           <C>           <C>              <C>               <C>             <C>
Balances, April 1, 2001                          7,214,201  $       7,214    $     3,571,311   $   (6,165,402) $  (2,586,877)

Common stock issued for compensation             1,050,000          1,050             61,950                -         63,000

Common stock issued in connection with
    conversion of loans                          2,500,000          2,500            497,500                -        500,000

Warrants issued for consulting services                  -              -             17,094                -         17,094

Settlement of stockholder loan payable                   -              -            783,553                -        783,553

Net loss                                                 -              -                  -       (1,172,858)    (1,172,858)
                                            --------------  -------------  -----------------  ---------------  -------------

Balances, March 31, 2002                        10,764,201         10,764          4,931,408       (7,338,260)    (2,396,088)

Common stock issued in repayment of
    loans payable                                1,000,000          1,000             69,000                -         70,000

Common stock issued in repayment of
   accounts payable                                500,000            500             49,500                -         50,000

Common stock issued for services                   500,000            500             29,500                -         30,000

Net loss                                                 -              -                  -         (403,505)      (403,505)
                                            --------------  -------------  -----------------  ---------------  -------------

Balances, March 31, 2003                        12,764,201  $      12,764  $       5,079,408  $    (7,741,765) $  (2,649,593)
                                            ==============  =============  =================  ===============  =============
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                                                             F-4

<PAGE>

<TABLE>
<CAPTION>
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 2003 AND 2002

                                                                                       2003                   2002
                                                                                ===================   ====================
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $          (403,505)  $         (1,172,858)
                                                                                -------------------   --------------------
Adjustment to reconcile net loss to net cash (used in) operating activities:
Depreciation                                                                                  5,350                 10,098
Bad debt expense                                                                             28,160                 82,244
Common stock issued for services                                                             30,000                      -
Common stock issued for compensation                                                              -                 63,000
Warrants issued for consulting services                                                           -                 17,094
Loss on settlement of accounts payable                                                       15,000
Loss on disposition of transportation equipment                                                   -                  4,083
Changes in operating assets and liabilities:
Accounts receivable                                                                               -               (104,904)
Prepaid consulting fees                                                                           -                 48,147
Prepaid expenses                                                                                  -                  7,643
Inventory                                                                                         -                 20,401
Accounts payable                                                                             83,890                310,622
Accrued interest payable                                                                    147,050                210,987
Accrued expenses                                                                             94,207                213,068
Total adjustments                                                                           403,657                882,483
                                                                                -------------------   --------------------
Net cash used in operating activities                                                           152               (290,375)
                                                                                -------------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposition of transportation equipment                                             -                 61,750
Decrease in other assets                                                                          -                    760
Net cash provided by investing activities                                                         -                 62,510
                                                                                -------------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of long-term debt                                                              -                (52,689)
Proceeds from stockholder loans                                                                   -                290,870
Principal repayments of stockholder loans                                                         -                (23,055)
Net cash provided by financing activities                                                         -                215,126
                                                                                -------------------   --------------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                           152               (12,739)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                  48                 12,787
                                                                                -------------------   --------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                       $               200   $                 48
                                                                                ===================   ====================

Supplemental Disclosure:
Cash paid for interest                                                          $                 -   $             4,026
Cash paid for taxes                                                             $                 -   $                    -
                                                                                ===================   ====================

Supplemental Disclosure of Non-Cash Activities:
Issued stock for services                                                       $           100,000   $                  -
Issued stock to repay accounts payable                                          $            50,000   $                  -
Common stock issued in connection with conversion of debt and accrued interest  $                 -   $          (783,553)
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                                                             F-5

<PAGE>


ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

Organization and Capitalization

In May of  2003  the  parent  company  changed  it's  name  to  Atlas  Resources
International,  Inc. formerly known as Clements Golden Phoenix Enterprises, Inc.
(the  Parent)  acquired  all  of the  outstanding  shares  of  common  stock  of
Globefruits, Inc. (the Subsidiary) on March 31, 2000.


Consolidation

The consolidated financial statements include the accounts of the Parent and the
Subsidiary   (the  Company).   All  significant   inter  company   balances  and
transactions have been eliminated in consolidation.

Nature of Operations

The Company  operates as a Florida  corporation  with a goal of  developing  the
China  market,  which has  recently  been  opened to the  United  States  citrus
industry. It has been working toward this end by committing to pursue the proven
protocols of Chinese  relations  and  negotiating  successfully  to send Florida
citrus into China.  The Company is pursuing these goals by acquiring the help of
leading consultants in this field.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers short-term,
highly liquid  investments with purchased  maturities of three months or less to
be cash and cash equivalents.

Property and Equipment

Property and equipment are recorded at cost.  Expenditures for major betterments
and additions are charged to the asset accounts, while replacements, repairs and
maintenance  which do not extend the lives of the respective  assets are charged
to  expense   currently.   Depreciation  of  equipment  is  computed  using  the
straight-line  method.  The rate is based on the  estimated  useful  life of the
assets ranging from 5 to 7 years.

                                                                             F-6

<PAGE>

--------------------------------------------------------------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Fair Value of Financial Instruments

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value of Financial  Instruments"  requires that the Company  disclose  estimated
fair values for its financial instruments. The following methods and assumptions
were  used by the  Company  in  estimating  the  fair  values  of each  class of
financial instruments disclosed herein:

     Cash and cash  equivalents - The carrying  amount  approximates  fair value
     because of the short maturity of those instruments.

     Loans and notes payable, long-term debt - The fair value of loans and notes
     payable  and  long-term  debt are  estimated  using  discounted  cash flows
     analyses  based on the Company's  incremental  borrowing  rates for similar
     types  of  borrowing  arrangements.  At March  31,  2003,  the fair  values
     approximate the carrying values.

Stock-Based Compensation

The Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
"Accounting   For  Stock  Issued  To  Employees"   (APB  No.  25),  and  related
interpretations,  in  accounting  for its  employee  stock  options and warrants
rather  than the  alternative  fair value  accounting  allowed by SFAS No.  123,
"Accounting  For  Stock-Based  Compensation".  APB  No.  25  provides  that  the
compensation  expense  relative  to the  Company's  employee  stock  options and
warrants is measured based on the intrinsic value of the stock option.  SFAS No.
123 requires companies that continue to follow APB No. 25 to provide a pro-forma
disclosure of the impact of applying the fair value method of SFAS No. 123.

Income Taxes

The Company accounts for income taxes using SFAS No. 109, "Accounting for Income
Taxes",  which requires  recognition of deferred tax  liabilities and assets for
expected  future  tax  consequences  of events  that have been  included  in the
financial statements or tax returns. Under this method, deferred tax liabilities
and  assets  are  determined  based  on the  difference  between  the  financial
statement  and tax bases of assets and  liabilities  using  enacted tax rates in
effect for the year in which the differences are expected to reverse.

Net Income (Loss) Per Share

The  Company  applies  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings Per Share" (FAS 128) which  requires dual  presentation  of net income
per share; Basic and Diluted. Basic earnings (loss) per share are computed using
the weighted  average  number of common  shares  outstanding  during the period.
Diluted  earnings (loss) per share is computed using the weighted average number
of common shares  outstanding  during the period adjusted for incremental shares
attributed  to  outstanding  options and  warrants to purchase  shares of common
stock.

                                                                             F-7

<PAGE>


--------------------------------------------------------------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

The  Company's has issued  warrants for 655,000  shares of common stock that are
excluded  from the  Company's  diluted  computation,  as their  effect  would be
anti-dilutive.

Recent Accounting Pronouncements

In June 2000,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 137, Accounting for Derivative  Instruments
and Hedging  Activities-Deferral of the Effective Date of FASB Statement No. 133
(an  amendment  of  FASB  Statement  No.  133).  Under  the  provisions  of this
statement, the effective date of Statement of Financial Accounting Standards No.
133,  Accounting for Derivative  Instruments and Hedging  Activities  ("SFAS No.
133"),  is deferred to fiscal years  beginning  after June 15, 2001. The Company
has determined  that the impact of adopting SFAS No. 133 will not be material to
its consolidated financial statements.

Staff Accounting Bulletin No. 101, Revenue Recognition in Financial  Statements,
("SAB 101") issued by the Securities and Exchange  Commission,  became effective
beginning the third  quarter of the Company's  fiscal year ended March 31, 2003.
SAB 101 had no material impact on the Company's revenue recognition policies.


--------------------------------------------------------------------------------
NOTE 2.  GOING CONCERN CONSIDERATIONS
--------------------------------------------------------------------------------

During 2003, and continuing in 2002, the Company  experienced,  and continues to
experience,  certain cash flow problems and has, from time to time,  experienced
difficulties  meeting its  obligations  as they become due. As  reflected in the
consolidated  financial  statements,  the  Company  has  incurred  net losses of
approximately  $393,505 year ended March 31, 2003, and as of March 31, 2003, the
Company's  consolidated financial position reflects a working capital deficiency
of  approximately  $2,660,000.  Management's  plans with regard to these matters
encompass the following actions:

Liquidity

1.   Financing from Third Party Sources

In the fiscal  year ended March 31,  2003,  the  Company  plans to continue  its
equity fundraising efforts.

2.   Financing from Private Loans

The Company plans to continue  accepting  private loans,  including  convertible
loans, to fund operations until working capital is adequate.

                                                                             F-8

<PAGE>


--------------------------------------------------------------------------------
NOTE 2.  GOING CONCERN CONSIDERATIONS (Continued)
--------------------------------------------------------------------------------

Profitability

1.   Business Plan

The Company has formulated,  and is in the process of implementing,  a strategic
plan focused on business  development in terms of increased revenues and reduced
operating expenses. The key elements of the plan include the following:

o    Focus operations  globally as opposed to limiting the Company's  markets to
     the Asian territories

o    Implement a distribution  strategy utilizing strategic alliances with major
     global food companies in addition to existing distributors

o    Shift  marketing and market  research  expenses  burden from the Company to
     local distributors

2.   Improvement in Operational Costs

Management  continues its efforts to manage costs and operating expenses,  so as
to improve gross margins and profitability.


--------------------------------------------------------------------------------
NOTE 3.  PROPERTY AND EQUIPMENT
--------------------------------------------------------------------------------

Property and equipment at March 31, 2003 consisted of the following:

Office equipment                             25,437
Furniture and fixtures                        3,649
------------------------------------- ---------------

Less accumulated depreciation                18,743
------------------------------------- ---------------

                                             10,343
------------------------------------- ---------------

Depreciation  expense for the years ended March 31, 2003 and 2002 was $5,350 and
$10,098, respectively.


--------------------------------------------------------------------------------
NOTE 4. LOANS AND ACCRUED INTEREST RECEIVABLE FROM FORMER OFFICER
--------------------------------------------------------------------------------

Loans and accrued interest  receivable from former officer is comprised of funds
disbursed to or on behalf of a former officer for various personal expenditures.
In July 2000, the Company began  withholding  from the former officer's wages to
pay back the loans.  The loans bear  interest at 8 1/2% per annum.  During April
2001, the officer was  terminated  and management  believes there is significant
uncertainty regarding recoverability. Accordingly, the loans and related accrued
interest have been fully reserved as of March 31, 2003 and 2002.

                                                                             F-9

<PAGE>

--------------------------------------------------------------------------------
NOTE 5. CONVERTIBLE NOTES PAYABLE IN DEFAULT
--------------------------------------------------------------------------------

At March 31, 2003, convertible notes payable consisted of the following:

o    $100,000 note to a stockholder  dated March 1, 2000.  Interest accrues at a
     rate of 12% per annum on the unpaid principal balance and is due quarterly.
     The unpaid principal and accrued interest could be converted into shares of
     the restricted common stock of the company at the option of the payee on or
     before March 1, 2001. If not  converted,  the unpaid  principal and accrued
     interest  would be due on March 1, 2001. The note has matured and is due on
     demand.

o    $150,000 note to a stockholder dated October 19, 2000.  Interest accrues at
     a  rate  of 12%  per  annum  on the  unpaid  principal  balance  and is due
     quarterly.  The unpaid  principal and accrued  interest  could be converted
     into shares of the restricted  common stock of the company at the option of
     the payee on or before  October  19,  2001.  If not  converted,  the unpaid
     principal and accrued  interest  would be due on October 19, 2001. The note
     has matured and is due on demand.

o    $250,000 note to a stockholder dated December 11, 2000. Interest accrues at
     a rate of 11% per  annum on the  unpaid  principal  balance  and was due on
     April 10, 2001. The unpaid  principal and accrued interest may be converted
     into shares of the restricted  common stock of the company at the option of
     the payee on or before April 10, 2001. As the note was not  converted,  the
     unpaid principal and accrued  interest was due on April 10, 2001.  However,
     the Company  received an  extension  of the due date of the  principal  and
     accrued  interest until October 10, 2001. In connection with this note, the
     Company  issued the note holder  6,250 shares of the  Company's  restricted
     common  stock and  warrants  to  purchase  6,250  additional  shares of the
     Company's  restricted  common  stock.  The note has  matured  and is due on
     demand.


--------------------------------------------------------------------------------
NOTE 6.  LOANS PAYABLE - STOCKHOLDERS
--------------------------------------------------------------------------------

Certain  stockholders  have  advanced  funds to the Company for working  capital
purposes.  These advances are evidenced by promissory notes with stated interest
rates of 12% per annum.  The  principal  and  accrued  interest  are  payable on
demand.

During  the years  ended  March 31,  2003 and 2002,  loans  payable  aggregating
$70,000 and $500,000,  respectively  were converted into 1,000,000 and 2,500,000
shares, respectively of restricted common stock.

--------------------------------------------------------------------------------
NOTE 7.  RELATED PARTIES
--------------------------------------------------------------------------------

During the years  ended  March 31,  2003 and 2002,  an  officer  of the  Company
advanced   approximately  $0  and  $213,000  for  working   capital,   of  which
approximately $15,000 were repaid prior to March 31, 2002.  Additionally,  three
companies related by common management paid operating expenses of

                                                                            F-10

<PAGE>

--------------------------------------------------------------------------------
NOTE 7.  RELATED PARTIES (Continued)
--------------------------------------------------------------------------------

approximately $7,000 and $79,000 on behalf of the Company during the years ended
March 31, 2003 and 2002, respectively, of which approximately $11,000 was repaid
prior to March 31, 2002,  with  approximately  $49,000 of the remaining  balance
included in  shareholder  loans  payable at March 31, 2003 and the  remainder of
$31,000 included in accounts payable at March 31, 2003.

--------------------------------------------------------------------------------
NOTE 8.  RECAPITALIZATION
--------------------------------------------------------------------------------

Stock Issued in Reverse Merger

In August 2001 and February 2002, the Company issued an additional 1,350,000 and
200,000 shares,  respectively,  to the original  owners of the Company's  wholly
owned  subsidiary in order to remedy an error in calculation made at the time of
the share exchange agreement consummated in December 1999.

Stock Splits

The company  authorized  stock splits at a ratio of two-for-one for stockholders
of record on August 25, 2001 and September 29, 2001 and a reverse stock split at
a ratio of one-for-four  for  stockholders of record on March 2, 2002. All stock
information has been adjusted to give retroactive effect to these stock splits.


--------------------------------------------------------------------------------
NOTE 9.  STOCK OPTIONS AND WARRANTS
--------------------------------------------------------------------------------

In February 2001 the Company issued  warrants  granting an employee the right to
purchase  800,000  shares  of  common  stock at $0.50  per  share.  The  Company
accounted for this issuance under APB opinion 25, and accordingly did not charge
an expense to operations. The warrants expired in February 2003.

In July 2001,  the Company  issued  warrants  granting an employee  the right to
purchase 30,000 shares of common stock at $0.20 per share. The Company accounted
for this  issuance  under APB  opinion  25,  and  accordingly  did not charge an
expense to operations. The warrants have no expiration date.

In September 2001, the Company issued warrants granting an employee the right to
purchase  250,000  shares  of  common  stock at $0.25  per  share.  The  Company
accounted for this issuance under APB opinion 25, and accordingly did not charge
an expense to operations. The warrants have no expiration date.

In October 2001, the Company issued warrants  granting a director of the Company
the right to purchase  125,000  shares of common  stock at $0.20 per share.  The
Company  accounted for this issuance under APB opinion 25, and  accordingly  did
not charge an expense to operations. The warrants expire in October 2006.

In July 2002,  the Company  issued  warrants  granting an employee  the right to
purchase 250,000 shares of common stock at $0.25 per share. The Company

                                                                            F-11

<PAGE>

--------------------------------------------------------------------------------
NOTE 9.  STOCK OPTIONS AND WARRANTS (Continued)
--------------------------------------------------------------------------------

accounted for this issuance under APB opinion 25, and accordingly did not charge
an expense to operations. The warrants have no expiration date.

A summary of warrant activity for 2003 and 2002 is as follows:


<TABLE>
<CAPTION>
                                       Weighted-Average   Warrants      Weighted-Average
                      Number Warrants   Exercise Price   Exercisable    Exercise Price
                      ---------------  ----------------  -----------    ----------------
<S>                     <C>                 <C>           <C>                  <C>
Outstanding,
   April 1, 2001        800,000             $0.50         800,000              $0.50
   Granted              405,000             $0.23

Outstanding,
   March 31, 2002      1,205,000            $0.41        1,205,000             $0.41
   Granted              250,000             $0.25
   Expired             (800,000)            $0.50

Outstanding,
   March 31, 2003       655,000             $0.24         655,000              $0.24
</TABLE>

At March 31, 2003, the range of warrant prices for shares under warrants and the
weighted-average remaining contractual life is as follows:

<TABLE>
<CAPTION>
                                Warrants Outstanding                         Warrants Exercisable
                 ----------------------------------------------------    ------------------------------
   Range of                                                               Number of
   Warrant                        Weighted-Average Weighted-Average       Remaining   Weighted-Average
Exercise Price   Number Warrants  Exercise Price   Contractual Life        Warrants    Exercise Price
--------------   ---------------  ---------------- ----------------       ---------   ----------------
<S> <C>              <C>                <C>              <C>               <C>              <C>
    $0.20            155,000            $0.20             N/A              155,000          $0.20
    $0.25            500,000            $0.25             N/A              500,000          $0.25
                     655,000                                               655,000
</TABLE>

The Company  applies APB Opinion 25,  "Accounting for Stock Issued to Employees"
and related  interpretations  in accounting  for options and warrants  issued to
employees.  Compensation  cost for stock options and warrants is measured as the
market price of the Company's common stock at the date of grant, or agreement in
principle  to grant the  option or  warrant,  if  earlier,  over the  amount the
recipient must pay to acquire the common stock.

Statement of Financial Accounting Standards No. 123 (SFAS 123),  "Accounting for
Stock-Based Compensation", requires the Company to provide pro forma information
regarding  net income and  earnings  per share as if  compensation  cost for the
Company's  employee stock options and warrants has been determined in accordance
with the fair value based method prescribed in SFAS 123.

                                                                            F-12

<PAGE>


--------------------------------------------------------------------------------
NOTE 9.  STOCK OPTIONS AND WARRANTS (Continued)
--------------------------------------------------------------------------------

The  Company  estimates  the fair value of each stock  option and warrant at the
grant date by using the  Black-Scholes  option-pricing  model with the following
weighted-average  assumptions  used for grants in fiscal years 2003 and 2002: no
dividend yield; an expected life of three to five years; 60% expected volatility
and a 5% risk free interest rate.

The option and warrant  valuation  model was developed for use in estimating the
fair value of traded  options and warrants,  which have no vesting  restrictions
and are fully transferable.  In addition,  valuation models require the input of
highly subjective assumptions including the expected price volatility. Since the
Company's  stock  options  and  warrants  have   characteristics   significantly
different from those of traded options and warrants, and since variations in the
subjective input assumptions can materially affect the fair value estimate,  the
actual results can vary significantly from estimated results.

The following table illustrates the effect on net loss and loss per share if the
fair value based method had been applied to all  outstanding and unvested awards
in each period.

                                               Year Ended March 31,
                                                2003             2002
                                           ---------------   ----------------
Net loss, as reported                      $      (403,505)  $    (1,172,828)

Deduct: Total stock-based employee
Compensation expense determined
under fair value based method for
all awards, net of related tax effects             (14,621)          (46,832)

Pro forma net loss                         $      (418,126)  $    (1,219,660)

Loss per share:
Basic and diluted - as reported            $         (0.04)  $         (0.14)
Basic and diluted - pro forma              $         (0.04)  $         (0.14)


--------------------------------------------------------------------------------
NOTE 10. EQUITY TRANSACTIONS
--------------------------------------------------------------------------------

July 24, 2001 - The Company issued 1,250,000  shares of restricted  common stock
in repayment of loans payable to a stockholder  and officer of the Company.  The
stock was valued at the fair  market  value at the date of issuance of $0.20 per
share or $250,000.

August 22, 2001 - The Company issued 1,250,000 shares of restricted common stock
in repayment of loans payable to a stockholder  and officer of the Company.  The
stock was valued at the fair  market  value at the date of issuance of $0.20 per
share or $250,000.

                                                                            F-13

<PAGE>

--------------------------------------------------------------------------------
NOTE 10. EQUITY TRANSACTIONS (Continued)
--------------------------------------------------------------------------------

March 29, 2002 - The Company issued 1,050,000 shares of restricted  common stock
to three  related  parties for services  provided to the Company.  The stock was
valued at the fair market  value at the date of issuance of $0.06 per share,  or
$63,000.

December 19, 2002 - The Company  issued  1,000,000  shares of restricted  common
stock to a  stockholder  and officer of the Company in  repayment  of $70,000 of
loans  payable.  The stock was  valued at the fair  market  value at the date of
issuance  of $0.10 per share,  or  $100,000.  A charge of $30,000  was  recorded
against additional paid in capital.

December 19, 2002 - The Company issued 500,000 shares of restricted common stock
to its outside counsel in payment of legal fees of $35,000. The stock was valued
at the fair market  value at the date of issuance of $0.10 per share or $50,000.
A loss on settlement of debt of $15,000 was recorded on this transaction.

January 8, 2003 - The Company issued  500,000 shares of restricted  common stock
to a third party for consulting  services rendered.  The stock was valued at the
fair  market  value at the date of  issuance  of $0.06 per share or $30,000  and
charged immediately to operations.

--------------------------------------------------------------------------------
NOTE 11. INCOME TAXES
--------------------------------------------------------------------------------

No  income  tax  benefit  has  been  reflected  in  the  accompanying  financial
statements for the year ended March 31, 2003 due to the significant  uncertainty
that exists regarding the realization of deferred tax assets (see below).

The components of the deferred tax asset as of March 31, 2003 were approximately
as follows:

Deferred income tax assets:
     Net operating loss carryforwards       $    1,963,272
----------------------------------------- -----------------
Gross deferred tax asset                         1,963,272
Valuation allowance                             (1,963,272)
                                            $            -
----------------------------------------- -----------------

As of March 31,  2003,  the Company  estimates  that it has net  operating  loss
carryforwards of approximately $5,166,500, which expire in various years through
2022. Sufficient uncertainty exists regarding the realization of these operating
loss carryforwards,  and,  accordingly,  a valuation allowance of $1,963,272 has
been established.

The  Company has been  delinquent  in the filing of various  federal,  state and
local income and other tax returns. The ultimate  determination of the Company's
taxable income,  including the amount and expiration dates of net operating loss

                                                                            F-14

<PAGE>


--------------------------------------------------------------------------------
NOTE 11. INCOME TAXES (Continued)
--------------------------------------------------------------------------------

carryforwards,  is subject to, among other  things,  certain  restrictions  as a
result of the late filing of the various  tax  returns.  The Company may also be
subject  to  possible  review  and  examination  of  such  tax  returns  by  the
appropriate  federal,  state and local  taxing  authorities.  Additional  income
taxes,  including penalties for non-compliance and interest,  if any that may be
assessed will be charged to operations when determined.

--------------------------------------------------------------------------------
NOTE 12. COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------

Employment Agreement


On December 9, 2002, the Company  entered into an employment  agreement with its
current  president.  The  agreement,  effective  as of November 1, 2002,  is for
period of five years and  provides  for a base salary of $162,000  per year plus
bonuses  based upon the  Company's  performance.  The base  salary is subject to
review every six months.  In May 2003 the  employment  agreement was modified so
that  the  president's  base  pay was  increased  to  $169,000  and  term of the
agreement was extended by seven months.

Lease Agreement

In January 2002, the Company settled non-cancelable  operating lease obligations
for its office space that were scheduled to expire in May 2002.

Total rent expense for the years ended March 31, 2003 and 2002 was approximately
$0 and $31,000, respectively.


--------------------------------------------------------------------------------
NOTE 13. SUBSEQUENT EVENT
--------------------------------------------------------------------------------

In May 2003 the employment  agreement was modified so that the president's  base
pay was  increased  to $169,000  and the term of the  agreement  was extended by
seven months.

                                                                            F-15




<PAGE>


PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

     (a) Set forth below are the names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the Company.

Name                 Age     Position(s) with Company

Joseph Rizzuti       42      Chairman

Antonio Doria        65      President and Chief Executive Officer

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

Family Relationships

           None.

Business Experience

     Joseph Rizzuti, age 42, received a degree in Business Administration with a
major in Accounting  from The State  University of New York College at Brockport
in 1983.  Mr.  Rizzuti  is a  public  accountant  and the  Principal  of  Beacon
Accounting Services, Inc. in Palm City, Florida. He has worked in accounting and
as a financial consultant for fifteen (15) years.  Additionally,  Mr. Rizzuti is
the former  owner of an air  freight  company  which  specializes  in  overnight
express delivery both  domestically and  internationally.  His company was based
out of Raleigh, North Carolina and within two (2) years increased shipment count
by four hundred percent (400%). In 1996, Mr. Rizzuti joined Plastics Auxiliaries
Magazine  ("PAM") located in Tequesta,  FL. PAM has become the largest  plastics
industry  publication.  After  joining  at its  inception,  he worked in various
management  positions at PAM where he eventually became CFO, and was responsible
for positioning the company for a successful sale.

     Mr. Rizzuti's  responsibilities include the ongoing development of internal
controls and  organizational  structure to facilitate and execute the day to day
operations  of  the  company.  Mr.  Rizzuti  oversees  the  different  operating
divisions   including  the  coordination  of  joint  venture  partners  and  the
implementation  of their  products and services into the Company's  distribution
network throughout China.

     Antonio  Doria,  age 65,  earned a doctorate  in business and law from Bari
University in Italy in 1961. Mr. Doria is fluent in English, Spanish, French and
Italian.  Mr. Doria has worked for Globefern  S.A. and Globefern USA, Inc. since
1986,  first  between 1986 and 1990 as Senior  Vice-President  and later between
1990 and 2001 as  President.  Prior to that time,  Mr.  Doria was  President  of
Seven-Up  International for South America and a Regional General Manager for the
Coca-Cola Company in Eastern Europe.


                                       35

<PAGE>


Compliance with Section 16(a) of the Securities Exchange Act of 1934

     No Director,  Officer,  Beneficial  Owner of more than ten percent (10%) of
any class of equity  securities of the Company  failed to file on a timely basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year or prior fiscal years.




Item 10.             Executive Compensation


<TABLE>
<CAPTION>
Name and Post              Year        Annual           Annual       Annual     LT Comp            LT       LTIP         All
                                        Comp             Comp         Comp      Rest Stock        Comp      Payouts      Other
                                         Salary          Bonus        Other                       Options                (1)
                                            (1)          ($)
-------------------        -----        -------         -----      ---------    -----------     ---------  --------   ---------
<S>                        <C>          <C>             <C>        <C>          <C>             <C>        <C>        <C>
Joseph Rizzuti,            1999         $0
Chairman
                           2000         $125,000

                           2001         $125,000

                           2002         $0

                           2003         $0
Antonio Doria,             1999         $0
President and
CEO                        2000         $0

                           2001         $0

                           2002         $0

                           2003         $67,500                                                                          $3,670
Bonnie K.                  1999         $0
Ludlum, former
Secretary,                 2000         $0
Director
                           2001         $0

                           2002         $0

                           2003         $0
Anne-Marie                 1999         $0
Ludlum, former
CFO                        2000         $52,000

                           2001         $52,000

                           2002         $0

                           2003         $0

John Samartine,            1999         $0
former Director
                           2000         $0

                           2001         $0

                           2002         $0


                                                                              36
<PAGE>


                           2003         $0
Samuel Sirkis,             1999         $0                                                        125,000
former Director
                           2000         $75,000

                           2001         $75,000

                           2002         $0

                           2003         $0
Henry T.                   1999         $0
"Skip"
Clements,                  2000         $125,000
former Director
                           2001         $125,000

                           2002         $0

                           2003         $0
Gordon Hunt,               1999         $0
former Director
                           2000         $0

                           2001         $0

                           2002         $0

                           2003         $0
</TABLE>

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employees.

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of March 31, 2003,  regarding
the ownership of the  Company's  common stock by each  shareholder  known by the
Company  to be the  beneficial  owner  of more  than  five  percent  (5%) of its
outstanding shares of common stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of common stock
beneficially owned.



                                       37
<PAGE>


Name and Address of            Title of     Amount and Nature of     Percent of
Beneficial Owner                  Class         Beneficial Owner          Class
--------------------------------------------------------------------------------
Joseph Rizzuti                    Common       4,004,167                  34.2%

Antonio Doria                     Common               0                     0%

All Executive Officers and        Common       4,004,167                  34.2%
Directors as a Group
(Two (2) persons)

Dennis Joslin Company, LLC        Common       1,529,251                  13.1%
-------------------

(1)  The  address  for each of the above is c/o Atlas  Resources  International,
     Inc., 135 Southwest Mapp Road, P.O. Box 269, Palm City, FL 34991.

     There are no arrangements  which may result in the change of control of the
Company.

Item 12. Certain Relationships and Related Transactions

     In December  2002, the Company  issued  1,000,000  shares of its restricted
common stock valued at $70,000,  to Joseph  Rizzuti,  the Company's sole officer
and director,  in exchange for a partial  release from debt and  cancellation of
loans  previously  made to the Company in that amount.  For such  offering,  the
Company relied upon the 506 Exemption and the Florida Exemption.

     Also in December  2002, the Company issued 500,000 shares of its restricted
common stock to Donald Mintmire,  the Company's legal counsel, in exchange for a
release  from  debt for  legal  services  in the  amount  of  $35,000.  For such
offering, the Company relied upon the 506 Exemption and the Florida Exemption.

     In March 2003, the Company  issued 500,000 shares of its restricted  common
stock to Freeman Perry pursuant to a resolution of the Board of Directors  dated
January 8, 2003.  The shares were issued for  consulting  and advisory  services
performed on behalf of the Company  valued at $35,000.  For such  offering,  the
Company relied upon the 506 Exemption.

Item 13. Exhibits and Reports on Form 8-K.

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

<TABLE>
<CAPTION>
Exhibit No.             Description
--------------------------------------------------------------
<S>        <C>       <C>
3.(i).1    [1]       Articles of Incorporation of The Silk Road Renaissance Company filed July 5, 1994.

3.(i).2    [1]       Articles of Amendment to Articles of Incorporation changing the name to Gillette
                     Industries Group, Inc. filed December 5, 1994.

3.(i).3    [4]       Articles of Amendment to Articles of Incorporation changing the name to Lucid
                     Concepts, Inc. filed June 3, 1999.
</TABLE>


                                       38
<PAGE>

<TABLE>
<S>        <C>       <C>
3.(i).4    [4]       Articles of Amendment to Articles of Incorporation changing the name to Clements
                     Golden Phoenix Enterprises, Inc. filed January 4, 2000.

3.(ii).1   [1]       Bylaws of the Company.

4.1        [4]       Convertible Note between the Company and Bassuener Cranberry Corporation dated
                     January 13, 2000.

4.2        [4]       Convertible Note between the Company and Ranger Cranberry Company, LLC dated
                     January 13, 2000.

4.3        [4]       Convertible Note between the Company and Philip Taurisano dated March 1, 2000.

4.4        [6]       Promissory Note by the Company in favor of Bonnie K. Ludlum dated September
                     28, 2000.

4.5        [9]       Convertible Note by the Company in favor of Philip Taurisano dated October 19,
                     2000.

4.6        [10]      Convertible Note by the Company in favor of James E. Groat dated December 11,
                     2000.

4.7        [10]      Private Placement Memorandum dated June 18, 2001.

4.8        [12]      Convertible Note in favor of Joseph Rizzuti dated September 30, 2001.

4.9        [12]      Warrant in favor of Antonio Doria dated July 24, 2001.

4.10       [12]      Warrant in favor of Antonio Doria dated September 28, 2001.

4.11       [12]      Warrant in favor of Antonio Doria dated July 1, 2002.

10.1       [2]       Share Exchange Agreement between the Company and Clements Citrus Sales of
                     Florida, Inc. dated December 31, 1999.

10.2       [4]       Exclusive Distributorship Agreement between Clements Citrus Sales of Florida, Inc.
                     and Hongrun Trade Co., Ltd. dated September 29, 1999.

10.3       [4]       Exclusive Distributorship Agreement between Clements Citrus Sales of Florida, Inc.
                     and Qinhuangdao RutherSoft dated May 16, 2000.

10.4       [4]       Lease between Clements Citrus Sales of Florida, Inc. and Edward Sellian for the
                     premises located at 32C East Osceola Street, Stuart, FL 34996.

10.5       [5]       Employment Agreement with Samuel P. Sirkis dated August 1, 2000.

10.6       [6]       Consulting Contract between Clements Citrus Sales of Florida, Inc. and Condor
                     Consulting, LLC dated September 15, 2000.

10.7       [6]       Sales and Marketing Contract between Clements Citrus Sales of Florida, Inc. and
                     Tianjin Hongrun Trading Co., Ltd. dated October 8, 2000.
</TABLE>



                                       39
<PAGE>


<TABLE>
<S>        <C>       <C>
10.8       [9]       Warrant to purchase 25,000 shares of the Company's Common Stock in favor of
                     James E. Groat dated December 11, 2000.

10.9       [9]       Common Stock Purchase Agreement between the Company and Capital Consultants,
                     Inc. dated February 1, 2001.

10.10      [9]       Registration Rights Agreement between the Company and Capital Consultants, Inc.
                     dated February 1, 2001.

10.11      [9]       Amendment to Employment Agreement between the Company and Samuel P. Sirkis.

10.12      [9]       Warrant to purchase 800,000 shares of the Company's Common Stock in favor of
                     Samuel P. Sirkis dated February 1, 2001.

10.13      [9]       Warrant to purchase 100,000 shares of the Company's Common Stock in favor of
                     Condor Consulting, LLC dated September 15, 2000.

10.14      [9]       Promissory Note by the Company in favor of Donald H. Sturm in the principal
                     amount of $100,000 dated February 7, 2001.

10.15      [10]      Import Agency Contract between Clements Citrus Sales of Florida, Inc. and Golden
                     Wing Mau Enterprise Development Co. Ltd.

10.16      [11]       Agreement between J. R. Rizzuti and Antonio Doria dated June 29, 2001.

10.17      [12]      Letter agreement between the Company and Trade Link Group, Inc. dated July 19,
                     2001.

10.18      [12]      Supply agreement between the Company and Paradise Water and Juice Co., Inc.
                     dated November 7, 2001.

16.1       [7]       Letter on change of certifying accountant pursuant to Regulation SK, Section
                     304(a)(3)2.

16.2       [7]       Letter from Joan R. Staley, CPA, P.A.

16.3       [8]       Letter on change of certifying accountant pursuant to Regulation SK, Section
                     304(a)(3)2.

16.4       [8]       Letter from Joan R. Staley, CPA, P.A.

99.1       [3]       Board Resolution dated April 18, 2000 authorizing change in fiscal year of the
                     Company to March 31.

99.2       [3]       Board Resolution dated April 18, 2000 authorizing change in fiscal year of Clements
                     Citrus Sales of Florida, Inc. to March 31.

31.


--------------------
</TABLE>
(*  Filed herewith)

[1]  Previously  filed with the  Company's  Registration  Statement on Form 10SB
     filed August 24, 1999.



                                       40
<PAGE>


[2]  Previously  filed  with the  Company's  Current  Report  on Form 8-K  filed
     January 12, 2000.

[3]  Previously filed with the Company's  Current Report on Form 8-K filed April
     18, 2000.

[4]  Previously  filed with the Company's Annual Report on Form 10KSB filed July
     12, 2000.

[5]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 21, 2000.

[6]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     November 14, 2000.

[7]  Previously  filed  with the  Company's  Current  Report  on Form 8-K  filed
     December 26, 2000.

[8]  Previously  filed  with the  Company's  Current  Report on Form 8-KA  filed
     February 15, 2001.

[9]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     February 20, 2001.

[10] Previously  filed with the Company's Annual Report on Form 10KSB filed July
     16, 2001.

[11] Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 20, 2001.

[12] Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     November 19, 2001.

     (b) A report on Form 8-K was filed on January 12, 2000  reporting the Share
Exchange  conducted  between the Company and  Clements  Citrus Sales of Florida,
Inc. on December 31, 1999. An amended  report on Form 8-KA was filed on February
28, 2000 which  included the required  financial  statements of Clements  Citrus
Sales of Florida,  Inc.  Another  report on Form 8-K was filed on April 18, 2000
changing the  Company's  fiscal year to March 31. A report on Form 8-K was filed
on  December  26,  2000  disclosing  a  change  in the  Registrant's  Certifying
Accountant.  An amended Form 8-K was filed on February 15, 2001,  which  amended
the report  previously  filed December 26, 2000, to include certain  information
requested by the  Commission.  A report on Form 8-K was filed on August 13, 2002
disclosing a change in the Registrant's Certifying Accountant.

Item 14. Controls and Procedures.

     As required by Rule 13a-15 under the Exchange Act, within the 90 days prior
to the filing date of this report,  the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's President
and Chief Executive  Officer along with the Company's  Chief Financial  Officer.
Based upon that evaluation,  the Company's President and Chief Executive Officer
along with the Company's  Chief Financial  Officer  concluded that the Company's
disclosure controls and procedures are effective. There have been no significant
changes in the  Company's  internal  controls or in other  factors,  which could
significantly  affect  internal  controls  subsequent  to the date  the  Company
carried out its evaluation.

     Disclosure  controls and procedures are controls and other  procedures that
are  designed to ensure that  information  required to be  disclosed  in Company
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in Company reports filed under the Exchange
Act is accumulated and communicated to management, including the Company's Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.


                                       41
<PAGE>


                                   SIGNATURES



     In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                       Atlas Resources International, Inc.
                                  (Registrant)

Date: August 14, 2003        By: /s/ Joseph Rizzuti
                             ---------------------------------------
                             Joseph Rizzuti, Chairman

                             By: /s/ Antonio Doria
                             ---------------------------------------
                             Antonio Doria, President and CEO

     Pursuant to the  requirements  of the  Exchange  Act,  this report has been
signed by the following persons in the capacities and on the dates indicated.

Signature                         Title                                Date

/s/ Joseph Rizzuti                Chairman                      August 14, 2003
-----------------------------
Joseph Rizzuti

/s/ Antonio Doria                 President and CEO             August 14, 2003
-----------------------------
Antonio Doria



                                       42