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
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.
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
ATLAS RESOURCES INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------
December 31, March 31,
2003 2003
(Unaudited) (Audited)
----------------------------------
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 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
================================================================ =======================================
See accompanying summary of notes to unaudited condensed consolidated financial
statements.
F-1
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
- -------------------------------------------------- ------------------------------------------------------------------
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
================================================== ==================================================================
See accompanying summary of notes to unaudited condensed consolidated financial
statements.
F-2
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
- ------------------------------------------------------------------------------- ------------------------------------
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 $ - $ -
=============================================================================== ====================================
See accompanying summary of notes to unaudited condensed consolidated financial
statements.
F-3
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
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
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
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
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
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
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
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:
Exhibit No. Description
- --------------------------------------------------------------
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.
14
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.
15
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.
- ---------------
16
* 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
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
18