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: December 31, 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 December 31, 2003, there were 11,714,241 shares of voting stock of the
registrant issued and outstanding.









<PAGE>

                              Atlas Resources
                    International, Inc. and Subsidiary
                           FINANCIAL STATEMENTS
                             December 31, 2003







                                    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

----------------------------------------------------------------------------

                                                                  December 31,      March 31,
                                                                      2003            2003
                                                                  (Unaudited)       (Audited)
                                                                ----------------------------------


CURRENT ASSETS
<S>                                                                <C>               <C>
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                                                6,957            10,343
---------------------------------------------------------------- ---------------------------------------

TOTAL ASSETS                                                     $         6,957     $      10,543
================================================================ =======================================

LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES
Accounts payable                                                 $       627,516     $     593,674
Accrued expenses                                                         550,776           412,972
Accrued interest payable - stockholders                                  581,188           472,242
Convertible notes payable                                                500,000           500,000
Loans payable -- stockholders                                            681,348           681,248
TOTAL LIABILITIES                                                      2,940,828         2,660,136
---------------------------------------------------------------- ---------------------------------------

DEFICIENCY IN ASSETS
Common stock, $.001 par value; 50,000,000 shares authorized;
12,264,201 shares issued and outstanding                                  12,764            12,764
Additional paid-in capital                                             5,079,408         5,079,408
Accumulated deficit                                                   (8,026,043)       (7,741,765)
TOTAL DEFICIENCY IN ASSETS                                            (2,933,871)       (2,649,593)
---------------------------------------------------------------- ---------------------------------------

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                       $         6,957     $      10,543
================================================================ =======================================
</TABLE>

See accompanying summary of notes to unaudited condensed consolidated financial
statements.


                                       F-1


<PAGE>



<TABLE>
<CAPTION>
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2003 AND 2002

                                                         Three months ended                   Nine months ended
                                                            December 31,                         December 31,
                                                    -----------------------------------------------------------------
                                                       2003               2002               2003             2002
-------------------------------------------------- ------------------------------------------------------------------

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

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

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

OPERATING EXPENSES
Bad debts - trade                                                -            28,160                -           28,160
Professional fees                                            5,736            23,535           28,307           67,317
Salaries                                                    42,249                 -          129,603                -
Selling, general and administrative                          6,057             4,712           15,976           15,682
Total operating expenses                                    54,042            56,407          173,886          111,159
-------------------------------------------------- --------------------------------- ---------------------------------

LOSS BEFORE OTHER INCOME (EXPENSE)                         (54,042)          (56,407)        (173,886)        (111,159)
-------------------------------------------------- --------------------------------- ---------------------------------

OTHER INCOME (EXPENSE)
Interest income                                                  -                 -                -                -
Interest expense                                           (37,408)          (37,399)        (110,392)        (111,224)
Total other income (expense)                               (37,408)          (37,399)        (110,392)        (111,224)
-------------------------------------------------- --------------------------------- ---------------------------------

NET LOSS                                                   (91,450)          (93,806)        (284,278)       (222,383)
================================================== ==================================================================

NET LOSS PER COMMON SHARE - BASIC
AND DILUTED                                         $        (0.01)    $       (0.01)    $      (0.03)  $       (0.02)
================================================== ==================================================================

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                      12,264,201        11,027,937       10,851,792      10,851,792
================================================== ==================================================================
</TABLE>



See accompanying summary of notes to unaudited condensed consolidated financial
statements.


                                       F-2



<PAGE>




<TABLE>
<CAPTION>
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 2003 AND 2002


                                                                                     2003            2002
------------------------------------------------------------------------------- ------------------------------------
<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $     (284,278)  $      (222,383)
------------------------------------------------------------------------------- ------------------------------------
Adjustment to reconcile net loss to net cash (used in) operating activities:
Depreciation                                                                             3,386             4,013
Bad debt expense                                                                             -            28,160
Changes in operating assets and liabilities:
Accounts payable                                                                        33,842            58,584
Accrued interest payable                                                               108,946           110,737
Accrued expenses                                                                       137,804            20,841
Total adjustments                                                                      283,978           222,335
Net cash used in operating activities                                                     (300)              (48)
------------------------------------------------------------------------------- ------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of stockholder loans                                                  100                 -
Net cash provided by financing activities                                                  100                 -
------------------------------------------------------------------------------- ------------------------------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                     (200)              (48)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                            200                48
------------------------------------------------------------------------------- ------------------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                        $           -   $             -
------------------------------------------------------------------------------- ------------------------------------

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





See accompanying summary of notes to unaudited condensed consolidated 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 nine month
period ended  December 31, 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,


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.



                                      F-4
<PAGE>



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.


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  $284,000 for the nine months
ended December 31, 2003, and as of December 31, 2003, the Company's consolidated
financial  position  reflects  a working  capital  deficiency  of  approximately
$2,941,000.  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, 2004,  the Company  plans to continue
     its  equity  fundraising  efforts  and is in the  process of  completing  a
     private  placement with an individual under which the Company is attempting
     to raise $4,000,000 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. LOANS AND ACCRUED INTEREST RECEIVABLE FROM FORMER OFFICER

Loans and accrued  interest  receivable  from a 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 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 at December  31,
2002.


NOTE 5. CONVERTIBLE NOTES PAYABLE

At December 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 have been
          converted into shares of the restricted common stock of the company at
          the option of the payee on or before March 1, 2001.  Unpaid  principal
          and accrued  interest  was 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 have
          been  converted  into  shares of the  restricted  common  stock of the
          company  at the  option of the payee on or before  October  19,  2001.
          Unpaid principal and accrued interest was 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
          could have been 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.



                                      F-6

<PAGE>





NOTE 7. RELATED PARTIES

At December 31, 2003, the Company had a payable due to company related by common
management of approximately $31,000.


NOTE 8. SUBSEQUENT EVENTS

In January, 2004, and in light of the significant financial constraints faced by
the Company,  the Company and its President  have agreed that it would be in the
Company's  best  interests  for the President to take an unpaid leave of absence
until  such  time  as the  financial  condition  of the  Company  improves.  The
employment agreement was to terminate in April, 2008.











                                      F-7





<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 and Nine Months Ended December 31, 2003 and
2002

Financial Condition, Capital Resources and Liquidity

For the quarters ended December 31, 2003 and 2002, the Company recorded revenues
of $0 and $0,  respectively.  For the nine months  ended  December  31, 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 and expects this trend to continue for the foreseeable
future if management is unable to secure additional funding.

For the  quarter  ended  December  31,  2003 and 2002,  the  Company  had salary
expenses  of $42,249  and $0. For the nine months  ended  December  31, 2003 and
2002,  the  Company had salary  expenses of $129,603  and $0. The reason for the
increase is that the Company employed an individual as its president.



                                       11
<PAGE>


For the  quarter  ended  December  31, 2003 and 2002,  the Company had  selling,
general and administrative expenses of $6,057 and $4,712, respectively.  For the
nine months ended December 31, 2003 and 2002,  the Company had selling,  general
and administrative expenses of $15,976 and $15,682, respectively.

The  Company's  liabilities  continued  to  increase  during the  quarter  ended
December 31, 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  December 31, 2003 and 2002,  the Company  reported a net
loss from operations of $91,450 and $93,806,  respectively.  For the nine months
ended  December  31,  2003 and  2002,  the  Company  reported  a net  loss  from
operations of $284,278 and $222,383, 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 December 31, 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,  although Mr. Doria has taken a leave of
absence.

Research and Development Plans

None.

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



                                       12
<PAGE>



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.


                                     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.



                                       13
<PAGE>



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 December 31, 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
--------------------------------------------------------------

<C>      <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.

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.
</TABLE>



                                       14
<PAGE>

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



                                       15



<PAGE>



<TABLE>
<C>      <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>



                                       16
<PAGE>


* Filed herewith

[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.

                                       17
<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 February 23, 2004       By: /s/ Joseph Rizzuti
                            ----------------------------------------
                            Joseph Rizzuti, Chairman, acting CEO and acting CFO



















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