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

                                   Form 10-QSB

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

For the quarter ended: June 30, 2003

Commission file no.: 0-27137

                       ATLAS RESOURCES INTERNATIONAL, INC.
                  -------------------------------------------
                 (Name of Small Business Issuer 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)


Issuer's telephone number: (561) 287-5958

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

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


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

                    Common Stock, $0.001 par value per share
                     -------------------------------------
                                (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>


Indicate by Check whether the issuer (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 [_]

As of June 30,  2003,  there  were  12,764,241  shares  of  voting  stock of the
registrant issued and outstanding.









<PAGE>


                         Part I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                                             TABLE OF CONTENTS




Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets                                      F-1

Condensed Consolidated Statements of Operations                            F-2

Condensed Consolidated Statements of Cash Flows                            F-3

Notes to Condensed Consolidated Financial Statements                       F-4













<PAGE>



<TABLE>
<CAPTION>
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS



                                                                                  June  2003        March 31, 2003
                                                                                =================  ================
                                                                                  (Unaudited)          (Audited)
<S>                                                                              <C>
CURRENT ASSETS
Cash and cash equivalents                                                        $                 $            200
Accounts receivable, net of allowance of $110,404                                               -                 -
Loans and accrued interest receivable from former officer, net of
allowance of $121,326                                                                           -                 -
                                                                                -----------------  ----------------
Total current assets                                                                            -               200

PROPERTY AND EQUIPMENT, NET                                                                 9,215            10,343
                                                                                -----------------  ----------------

TOTAL ASSETS                                                                    $           9,215  $         10,543
                                                                                =================  ================

LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES
Accounts payable                                                                $         649,347    $      593,674
Accrued expenses                                                                          414,640           412,972
Accrued interest payable - stockholders                                                   508,554           472,242
Convertible notes payable                                                                 500,000           500,000
Loans payable -- stockholders                                                             681,248           681,248
TOTAL LIABILITIES                                                                       2,753,789         2,660,136
                                                                                -----------------  ----------------

STOCKHOLDERS' DEFICIENCY
Common stock, $.001 par value; 50,000,000 shares authorized;
 12.,764,201 shares issued and outstanding                                                 12,764            12,764
Additional paid-in capital                                                              5,079,408         5,079,408
Accumulated deficit                                                                    (7,836,746)       (7,741,765)
TOTAL STOCKHOLDERS' DEFICIENCY                                                         (2,744,574)       (2,649,593)
                                                                                -----------------  ----------------

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                                      $           9,215  $         10,543
                                                                                =================  ================
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                                                             F-1

<PAGE>


<TABLE>
<CAPTION>
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30,

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

<S>                                                                             <C>               <C>
REVENUE                                                                         $             -   $              -

COST OF GOODS SOLD                                                                            -                  -
                                                                                ---------------   ----------------

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

OPERATING EXPENSES
Consulting fees                                                                               -                  -
Professional fees                                                                        10,216              2,510
Salaries                                                                                 45,105                  -
Selling, general and administrative                                                       2,876              8,355
Total operating expenses                                                                 58,197             10,865
                                                                                ---------------   ----------------

LOSS BEFORE OTHER INCOME (EXPENSE)                                                      (58,197)           (10,865)
                                                                                ---------------   ----------------

OTHER INCOME (EXPENSE)
Interest income                                                                               -                  -
Interest expense                                                                        (36,784)           (37,095)
Total other income (expense)                                                            (36,784)           (37,095)
                                                                                ---------------   ----------------

NET LOSS                                                                                (94,981)           (47,960)
                                                                                ===============   ================

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                                   $         (0.01)  $           0.00
                                                                                ===============   ================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                                        12,764,201         10,764,201
                                                                                ===============   ================
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                                                             F-2

<PAGE>


<TABLE>
<CAPTION>
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30,


                                                                                        2003                    2002
                                                                                =====================   ====================
<S>                                                                              <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                         $           (94,981)     $         (47,960)
                                                                                ---------------------   --------------------
Adjustment to reconcile net loss to net cash (used in) operating activities:
Depreciation                                                                                    1,128                  1,409
Changes in operating assets and liabilities:
Accounts payable                                                                               55,673                  8,187
Accrued interest payable                                                                       36,312                 36,913
Accrued expenses                                                                                1,668                  1,467
                                                                                ---------------------   --------------------
Total adjustments                                                                              94,781                 47,976
Net cash used in operating activities                                                            (200)                    16
                                                                                ---------------------   --------------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                            (200)                    16

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                   200                 12,787
                                                                                ---------------------   --------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                       $                   -   $             12,803
                                                                                =====================   ====================

Supplemental Disclosure:
Cash paid for interest                                                          $                   -   $                  -
Cash paid for taxes                                                             $                   -   $                  -
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                                                             F-3

<PAGE>



ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Consolidation

The condensed  consolidated  financial  statements include the accounts of Atlas
Resources International, Inc. and its wholly owned subsidiary, Globefruits, Inc.
(collectively the "Company"").  Atlas Resources International,  Inc. changed its
name from Clements  Golden  Phoenix  Enterprises,  Inc. in May 2003.  The wholly
owned subsidiary changed its name from Clements Citrus Sales of Florida, Inc. to
Globefruits,  Inc in October 2001.  All  significant  intercompany  balances and
transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-QSB for quarterly  reports  under section 13 or 15(d) of the  Securities
Exchange Act of 1934.  Accordingly,  they do not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States for complete  financial  statements.  In the opinion of  management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating  results for the three months
ended June 30, 2003 are not  necessarily  indicative  of the results that may be
expected for the year ending March 31, 2004. For further  information,  refer to
the Company''s  audited  financial  statements and footnotes thereto included in
the Company''s Annual Report on Form 10-KSB for the year ended March 31, 2003.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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 is 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  to  purchase   shares  of  common  stock.
Outstanding stock equivalents were not considered in the calculation for periods
in  which  the  Company  sustained  a loss  as  their  effect  would  have  been
anti-dilutive.


                                                                             F-4
<PAGE>


NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION (continued)

Reclassifications

Certain amounts in the financial  statements for the three months ended June 30,
2002  have  been  reclassified  to  conform  with the June  30,  2003  financial
statement  presentation.  Such  reclassifications  had no effect on reported net
income.

NOTE 3. GOING CONCERN CONSIDERATIONS

During the fiscal year ended March 31, 2003 and  continuing in fiscal 2004,  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 condensed consolidated financial statements, the
Company has  incurred net losses of  approximately  $95,000 for the three months
ended  June  30,  2003,  and as of June 30,  2003,  the  Company's  consolidated
financial  position  reflects  a working  capital  deficiency  of  approximately
$2,754,000.  Management's  plans  with  regard to these  matters  encompass  the
following actions:

Liquidity
1.   Financing from Third Party Sources
     For the fiscal year ending  March 31, 2003,  the Company  plans to continue
     its equity fundraising efforts and is attempting to raise funds in exchange
     for shares of the Company''s common stock.

2.   Financing from Private Loans
     The  Company  plans  to  continue   accepting   private  loans,   including
     convertible loans, to fund operations until such time as working capital is
     adequate.

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:

     *    Focus  operations  globally  as opposed  to  limiting  the  Company''s
          markets to the Asian territories
     *    Implement a distribution  strategy utilizing  strategic alliances with
          major global food companies in addition to existing distributors
     *    Shift marketing and market  research  expenses burden from the Company
          to local distributors


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


                                                                             F-5
<PAGE>


NOTE 4. CONVERTIBLE NOTES PAYABLE

At June 30, 2003, convertible notes payable consisted of the following:

     *    $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.
     *    $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.
     *    $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 5. 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.

NOTE 6. RELATED PARTIES

During the three months ended June 30, 2003, a company  controlled by an officer
of the Company paid operating  expenses of  approximately  $500 on behalf of the
Company.  As of June  30,  2003,  the  balance  due to the  related  company  is
approximately $31,000 and is included in accounts payable.

                                                                             F-6


<PAGE>


Item 2. Management's Discussion and Analysis

Discussion and Analysis

The Company is incorporated in the State of Florida.  The Company was originally
incorporated  as Lucid  Concepts,  Inc.  on July 15, 1994 it changed its name to
Clements  Golden Phoenix  Enterprises,  Inc. in connection with a share exchange
between  the  Company and  GlobeFruits,  Inc.  f/k/a  Clements  Citrus  Sales of
Florida,   Inc.,  a  Florida  corporation  ("GF")  on  December  31,  1999  (the
"Agreement").  Since  that  time,  the  Company  has  changed  its name to Atlas
Resources International, Inc. to better reflect its intended course of business.
The Company's  common stock is currently quoted on the Over the Counter Bulletin
Board under the symbol "ALRE".  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 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
Agreement  took place between GF and the Company and is still emerging from that
stage.  For the three (3) months ended June 30, 2003,  the Company  generated no
revenues.  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.

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 Three  Months  Ended June 30, 2003 and June 30,
2002

Financial Condition, Capital Resources and Liquidity

For the quarters ended June 30, 2003 and 2002, the Company recorded  revenues of
$0 and $0, respectively.

Although the Company originally  intended to be the first to market high quality
100%  pure  orange  juice  from  concentrate  to China and  management  received
overwhelmingly  positive  response to its  business  plan,  the Company has been
unable to successfully enter this potentially lucrative market. As a result, the
Company did not have any  revenues  for the three months ended June 30, 2003 and
expects  this trend to continue  for the  foreseeable  future if  management  is
unable to secure additional funding.


                                       10
<PAGE>


For the quarter ended June 30, 2003 and 2002, the Company had salary expenses of
$45105 and $0.  The reason for the  increase  is that the  Company  employed  an
individual as its president.

For the quarter ended June 30, 2003 and 2002,  the Company had selling,  general
and administrative expenses of $2,876 and $8,355,  respectively.  The reason for
the sharp decrease in spending is a major scale back in operations.

For the quarter ended June 30, 2003 and 2002, the Company paid professional fees
in the amount of $10,216 and $2,510, respectively.

These  professional fees are directly  attributable to legal and accounting fees
paid to keep the Company current in its reports with the Securities and Exchange
Commission.

For the quarter ended June 30, 2003 and 2002, the Company paid  consulting  fees
of $0 and $0, respectively.

For the quarter  ended June 30, 2003 and 2002,  the Company had total  operating
expenses of $58,197 and $10,865,  respectively.  The reason for the increase was
that the Company employed an individual to act as its president.

The Company's  liabilities  continued to increase  during the quarter ended June
30, 2003 as a direct  result of the Company being unable to break into the Asian
frozen drink market, as discussed in Results of Operations. While management has
reduced the Company's expenses to what it feels is a sustainable level until the
Company begins to sell its product,  there is no indication that this trend will
reverse  itself and  management may be forced to search for other areas in which
to reduce expenses or seek other methods of raising capital.

Net Losses

For the quarter  ended June 30, 2003 and 2002,  the Company  reported a net loss
from operations of $(94,981) and $(47,960), respectively.

The  ability of the Company to continue  as a going  concern is  dependent  upon
increasing sales and obtaining additional capital and financing.  The Company is
currently seeking financing to allow it to continue its planned operations.

Employees

At June 30, 2003, the Company employed two (2) persons, Joseph Rizzuti, who acts
as the Company's Chairman and Antonio Doria, who acts as the Company's President
and Chief Executive Officer.

Research and Development Plans

None.


                                       11
<PAGE>


Forward-Looking Statements

This Form 10-QSB  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-QSB 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), 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-QSB 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.

Item 3. Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10-QSB,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

     (i) this Quarterly Report on Form 10-QSB contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading  with respect to the period covered by this Quarterly  Report on Form
10-QSB, and

     (ii) the financial statements,  and other financial information included in
this Quarterly  Report on Form 10-QSB,  fairly present in all material  respects
the financial condition,  results of operations and cash flows of the Company as
of, and for, the periods presented in this Quarterly Report on Form 10-QSB.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.


                                       12
<PAGE>


                                     PART II

Item 1. Legal Proceedings.

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.

Former officers,  directors and employees 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.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults in Senior Securities

None.

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

No matter was submitted during the quarter ending June 30, 2003, covered by this
report to a vote of the  Company's  shareholders,  through the  solicitation  of
proxies or otherwise.

Item 5. Other Information

None.

Item 6. 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.

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.
</TABLE>


                                       13
<PAGE>

<TABLE>
<S>      <C>      <C>
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>


                                       14
<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.

31.1     *        Section 302 Certification by Chief Executive Officer and Chief Financial Officer.

32.1     *        Sarbanes Oxley Certification by Chief Executive Officer and Chief Financial Officer.
---------------
</TABLE>

* Filed herewith


                                       15
<PAGE>


[1]  Previously  filed with the  Company's  Registration  Statement on Form 10SB
     filed August 24, 1999.
[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.  An amended 8-K
was filed on September  18, 2002,  which  report  amended the report  previously
filed August 13, 2002.


                                       16
<PAGE>


                                   SIGNATURES



Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto 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




                                       17