UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES ACT OF 1934.

Commission File Number:    000-27137

                       ATLAS RESOURCES INTERNATIONAL, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


                               3135 S.W. Mapp Road
                        P.O. Box 268, Palm City, FL 34991
              ----------------------------------------------------
                  (Address, including zip code of registrant's
                          principal executive offices)

                         Common Stock, $0.0001 par value
             ------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
               ---------------------------------------------------
              (Titles of all other classes of securities for which
                  a duty to file reports under section 13(a) or
                                  15(d) remain)

     Please  place  an X in  the  box(es)  to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:


Rule 12g-4(a)(1)(i)        [_]        Rule 12h-3(b)(1)(i)        [X]
Rule 12g-4(a)(1)(ii)       [_]        Rule 12g-3(b)(1)(ii)       [_]
Rule 12g-4(a)(2)(i)        [_]        Rule 12g-3(b)(2)(i)        [_]
Rule 12g-4(a)(2)(ii)       [_]        Rule 12g-3(b)(2)(ii)       [_]
                                      Rule 15d-6                 [_]

     Approximate  number of holders of record as of the  certification or notice
date: 198

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934  Atlas
Resources International, Inc., has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized persons.

Date: July 14, 2004      /s/ Joseph Rizzuti
                    ----------------------------------------
                    Joseph Rizzuti
                    Chairman, acting CEO and acting CFO