U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB
(Mark One)

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

     For the fiscal year ended March 31, 2000

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

For the transition period from January 1, 2000 to March 31, 2000 Commission
File No. 0-27137

                    Clements Golden Phoenix Enterprises, Inc.
                  --------------------------------------------
               (Name of small business registrant in its charter)

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

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

Registrant's telephone number (561) 287-5958 Securities registered under Section
12(b) of the Exchange Act:

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

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


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

Copies of Communications Sent to:

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



<PAGE>



     Check whether the registrant (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                     Yes  X               No
                         -----               -----

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

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

     Of the  5,500,858  shares  of voting  stock of the  registrant  issued  and
outstanding as of April 27, 2000,  3,279,000 shares are held by  non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.











<PAGE>



                                     PART I

Item 1. Description of Business

           (a)       Business Development

           Clements Golden Phoenix  Enterprises,  Inc. (the "Company" or "CGPE")
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 the current
name in connection with a share exchange between the Company and Clements Citrus
Sales of Florida, Inc., a Florida corporation ("CCSF") on December 31, 1999 (the
"Agreement").  The  Company is not  presently  trading on an  exchange,  but has
applied to have its Common Stock quoted on the Over the Counter  Bulletin  Board
by submitting its 15c2-11 application to the National  Association of Securities
Dealers.  Its executive  offices are  presently  located at 3135 S.W. Mapp Road,
P.O. Box 268, Palm City, FL 34991.  Its telephone  number is (561)  287-5958 and
its facsimile number is (561) 287-9776.

           The  Company  is filing  this  Form  10-KSB  in  compliance  with the
effectiveness  of its  filing on Form  10-SB.  The  Company  will file  periodic
reports in the event its obligation to file such reports is suspended  under the
Securities and Exchange Act of 1934 (the "Exchange Act".)

           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

                                        2

<PAGE>



develop the business failed, all such efforts were abandoned.  In December 1999,
at the time it acquired CCSF as a wholly-owned  subsidiary,  its purpose changed
to CCSF's initial purpose of citrus exportation.

           On June 1,  1999,  all of the issued  and  outstanding  shares of the
Common Stock of the Company were acquired from Xaio-Fei Davis, (5,000,000 shares
of Common Stock) and Stacy Wolfgang (500,000 shares of Common Stock) its two (2)
shareholders.  At that time  neither was an officer or director of the  Company.
The shares were purchased from Mrs. Davis by Mr. Kevin L. Bell, the principal of
the Company. The shares were purchased from Ms. Stacy Wolfgang on that same date
by  a  group  of  investors  which  did  not  include  Mr.  Bell.  The  original
shareholders agreed to exchange the 5,500,000 issued and outstanding shares held
by such  shareholders to the new group of investors in exchange for a commitment
by the new group to arrange to pay the costs of the continued  operations of the
corporation, and bringing its books and records up to date.

           The Company received a total of $19,200.00 ($0.04 per share) from the
sale of a total of  480,000  shares of Common  Stock,  $.001 par value per share
(the "Common Stock"),  in a self-  underwritten  offering  conducted pursuant to
Section 4(2) of the  Securities  Act of 1933, as amended (the "Act"),  and Rules
505 and 506 of  Regulation D promulgated  thereunder.  This offering was made in
the State of  Georgia  and the  State of  Florida  to a total of 24  individuals
investors.  The Company undertook the offering of shares of Common Stock on June
1, 1999, and did not pay any underwriting discounts or commissions.  The Company
claimed the exemption from registration in connection with each of the offerings
under  Sections  3(b)  and  4(2) of the Act and  Rules  505 and 506  promulgated
thereunder,  Section  10-5-9(13) of the Georgia Code and Section  517.061(11) of
the Florida Code.  See Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

           The  facts  relied  upon  the by the  Company  to  make  the  federal
exemption available include the following:  (i) the aggregate offering price for
the offering of the shares of Common Stock did not exceed  $5,000,000,  less the
aggregate offering price for all securities sold within the twelve months before
the start of and during the offering of the shares in reliance on any  exemption
under  Section  3(b) of, or in  violation  of Section  5(a) of the Act;  (ii) no
general  solicitation  or advertising was conducted by the Company in connection
with  the  offering  of any of the  shares;  (iii)  there  were no more  than 35
purchasers  from  the  Issuer  in the  offering;  (iv) the  purchasers  were all
accredited investors and the books and records of the Company were available and
reviewed by each  investor;  and, (v) the required  number of manually  executed
originals  and true  copies of Form D were duly and  timely  filed with the U.S.
Securities and Exchange Commission.

           The facts relied upon to make the Florida exemption available include
the  following:  (i) sales of the  shares of Common  Stock were not made to more
than 35  persons;  (ii)  neither the offer nor the sale of any of the shares was
accomplished  by the  publication  of any  advertisement;  (iii) all  purchasers
either had a preexisting  personal or business  relationship with one or more of
the  executive  officers  of the  Company  or, by reason  of their  business  or
financial  experience,  could be  reasonably  assumed  to have the  capacity  to
protect  their own  interests  in  connection  with the  transaction;  (iv) each
purchaser  represented that he was purchasing for his own account and not with a
view to or for sale in connection with any  distribution of the shares;  and (v)
prior to sale, each

                                        3

<PAGE>



purchaser  had  reasonable  access to or was  furnished  all material  books and
records of the Company,  all material  contracts and  documents  relating to the
proposed transaction,  and had an opportunity to question the executive officers
of the Company.  Pursuant to Rule  3E-500.005,  in offerings  made under Section
517.061(11)  of the Florida  Statutes,  an offering  memorandum is not required;
however each  purchaser (or his  representative)  must be provided with or given
reasonable access to full and fair disclosure of material information. An issuer
is deemed to be satisfied if such purchaser or his representative has been given
access to all material books and records of the issuer;  all material  contracts
and  documents  relating to the  proposed  transaction;  and an  opportunity  to
question the appropriate  executive  officer.  In the regard,  Mr. Bell supplied
such information and was available for such questioning.

           The facts relied upon to make the Georgia Exemption available include
the  following:  (i) the aggregate  number of persons  purchasing  the Company's
stock during the 12 month  period  ending on the date of issuance did not exceed
fifteen (15)  persons;  (ii) neither the offer nor the sale of any of the shares
was  accomplished  by  a  public  solicitation  or  advertisement;   (iii)  each
certificate contains a legend stating "These securities have been issued or sold
in reliance of paragraph (13) of Code Section  10-5-9 of the Georgia  Securities
Act of 1973 and may not be sold or transferred  except in a transaction which is
exempt under such act or pursuant to an effective  registration under such act";
and (iv) each  purchaser  executed a statement to the effect that the securities
purchased have been purchased for investment  purposes.  Offerings made pursuant
to this  section  of the  Georgia  Securities  Act  have no  requirement  for an
offering memorandum or disclosure document.

           In September  1999,  prior to its  acquisition  by the Company,  CCSF
extended  its then  current  lease of the  premises  located at 32C East Osceola
Street,  Stuart,  FL 34996 with Edward M.  Sellian.  This  property  consists of
approximately  one thousand  nine hundred  fifty  (1,950)  square feet of office
space,  which  serves as the  Company's  executive  offices.  The lease has been
extended  through and including  May 31, 2002.  The Company pays monthly rent in
the  amount  of  $2,354  ($2,200 + 7%  county  sales  tax).  See Part I, Item 2.
"Description of Property".

           In September  1999,  CCSF entered into a  distribution  contract with
Hongrun Trade Co., Ltd., one (1) of the largest  distributors  in Northern China
with   distribution   throughout   Beijing,   Tianjin  and  other  major  cities
("Hongrun").  Hongrun was appointed CCSF's exclusive distributor in the northern
district of China,  which includes all areas north of the  Changjiang  (Yangtze)
River.  Hongrun agreed to exclusively  distribute CCSF's concentrated  products.
CCSF agreed to provide  Hongrun with $20,000,  $15,000,  $10,000 and $5,000 with
the first, second, third and fourth orders for promotional expenses. The term of
the agreement is for a period of one (1) year. See Part I, Item 1.  "Description
of Business - (b) Business of Registrant - General - Present";  and Part I, Item
1. "Description of Business - Marketing and Distribution - Distribution".

          On December 31, 1999, the  Company,  CCSF  and the individual  holders
of all of the outstanding  capital stock of CCSF (the  "Holders")  consummated a
reverse  acquisition (the  "Agreement")  pursuant to the agreement of such date.
Pursuant to the  Agreement,  the Holders  tendered to the Company all issued and
outstanding shares of common stock of Clements Citrus Sales of Florida,  Inc. in
exchange for 3,750,000 Shares of Common Stock of the Company. The reorganization
is being accounted for as a reverse acquisition.

                                        4

<PAGE>





           In connection  with the Agreement,  John Samartine,  a Director,  was
issued 175,000  shares,  Bonnie Ludlum,  the Company's  current  Secretary and a
Director,  was issued 175,000  shares,  Joseph  Rizzuti,  the Company's  current
Vice-President,  Chief Operating Officer,  Treasurer and a Director,  was issued
700,000 shares and Henry T. Clements, the Company's current Chairman,  President
and Chief Executive  Officer was issued  1,575,000  shares.  See Part I, Item 1.
"Description   of  Business  -  (b)  Business  of  Registrant  -  Employees  and
Consultants";  Part I, Item 6. "Management's  Discussion and Analysis or Plan of
Operation - Stockholders' Equity"; Part III, Item 10. "Executive  Compensation -
Employee  Contracts and Agreements";  Part III, Item 11. "Security  Ownership of
Certain  Beneficial  Owners and  Management";  and Part III,  Item 12.  "Certain
Relationships and Related Transactions".

           Simultaneously  with  the  closing  of the  Reorganization,  the then
officer and director of the Company  tendered his resignation in accordance with
the terms of the Agreement.  John Samartine,  Bonnie Ludlum,  Joseph Rizzuti and
Henry T. Clements were elected to serve on the Board of Directors of the Company
(the "Board"). The Board subsequently appointed Henry T. Clements as Chairman of
the Board, President and Chief Executive Officer of the Company;  Joseph Rizzuti
as Vice President,  Chief Operating  Officer and Treasurer of the Company;  and,
Bonnie Ludlum as the Secretary of the Company.

           The Company also announced  approval of the amendment of its Articles
of Incorporation in order to change the name of the Company from Lucid Concepts,
Inc. to Clements Golden Phoenix  Enterprises,  Inc. Prior to the  reorganization
the Company  effected a forward split of its Common Stock at the rate of 3 to 1,
for holders of record on December 30, 1999, with distribution  effective January
18, 1999.  Total issued and  outstanding  stock  following the forward split and
after  effecting the Agreement was  5,000,000.  See Part II, Item 5. "Market for
Common Equity and Related Stockholder  Matters,  Market  Information";  and Part
III, Item 12. "Certain Relationships and Related Transactions".

           In January  2000,  the Company  issued  convertible  notes to two (2)
investors  for a total of  $125,000.  The term of the  notes is for a period  of
three (3) years,  and are convertible at any time, in the sole discretion of the
noteholders to shares of the Company's  restricted Common Stock at a price of $3
per share. Both notes bear interest at a rate of twelve percent (12%) per annum.
Interest  is  payable  quarterly  in  either  cash or  shares  of the  Company's
restricted  Common Stock in the sole discretion of the payee. For such offering,
the Company  relied upon Section  4(2),  Rule 506, and Section  551.29(2) of the
Wisconsin  Code.  See Part I, Item 6.  "Management's  Discussion and Analysis or
Plan of Operation - Financial Condition,  Liquidity and Capital Resources";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

           The  facts  relied  upon  the by the  Company  to  make  the  federal
exemption available include the following:  (i) the aggregate offering price for
the offering of the shares of Common Stock did not exceed  $5,000,000,  less the
aggregate offering price for all securities sold within the twelve months before
the start of and during the offering of the shares in reliance on any  exemption
under

                                        5

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Section 3(b) of, or in  violation  of Section  5(a) of the Act;  (ii) no general
solicitation  or advertising was conducted by the Company in connection with the
offering of any of the shares;  (iii) there were no more than 35 purchasers from
the Issuer in the offering;  (iv) the purchasers  were all accredited  investors
and the books and records of the Company  were  available  and  reviewed by each
investor;  and, (v) the required number of manually executed  originals and true
copies  of Form D were  duly and  timely  filed  with the  U.S.  Securities  and
Exchange Commission.

           The facts  relied upon to make the  Wisconsin  Exemption  include the
following:  The  Company  filed a notice  consisting  of a  completed  Form D as
prescribed by Rule 503 of Regulation D under the  Securities  Act of 1933.  This
form was signed by the Company, was filed not later than fifteen (15) days after
the first sale, and was accompanied by an appropriate fee.

           Since January 2000, the Company has sold 455,858 shares of its Common
Stock to one hundred  eleven  (111)  investors.  For such  offering  the Company
relied upon Section 4(2) of the Act, Rule 506,  Section  11-51-308(1)(p)  of the
Colorado Code,  Section  517.061(11) of the Florida Code,  Section 10-5-9(13) of
the Geogia Code,  Section  402(b)(9) of the  Massachusetts  Code, Rule 803.7 and
Section  402(b)(21) of the Michigan Code,  Section  359(f)(2)(d) of the New York
Code,  Section  49:3-50(b)(9)  of the New Jersey Code,  Rule .1211. of the North
Carolina  Code,  Section  109.13 of the Texas Code,  Rule 21 VAC 5-40-120 of the
Virginia Code and Section  551.29(2) of the Wisconsin  Code.  See Part III, Item
12. "Certain Relationships and Related Transactions".

           The  facts  relied  upon  the by the  Company  to  make  the  federal
exemption available include the following:  (i) the aggregate offering price for
the offering of the shares of Common Stock did not exceed  $5,000,000,  less the
aggregate offering price for all securities sold within the twelve months before
the start of and during the offering of the shares in reliance on any  exemption
under  Section  3(b) of, or in  violation  of Section  5(a) of the Act;  (ii) no
general  solicitation  or advertising was conducted by the Company in connection
with  the  offering  of any of the  shares;  (iii)  there  were no more  than 35
purchasers  from  the  Issuer  in the  offering;  (iv) the  purchasers  were all
accredited investors and the books and records of the Company were available and
reviewed by each  investor;  and, (v) the required  number of manually  executed
originals  and true  copies of Form D were duly and  timely  filed with the U.S.
Securities and Exchange Commission.

           The facts relied upon to make the Colorado  exemption  available are:
(1) the sale was in compliance with an exemption from registration under section
4(2) of the Securities Act of 1933; and (ii) the Company filed with the State of
Colorado  securities  commissioner  a  notification  of  exemption,  and paid an
exemption fee.

            The  facts  relied  upon to make  the  Florida  exemption  available
include the following:  (i) sales of the shares of Common Stock were not made to
more than 35 persons;  (ii)  neither the offer nor the sale of any of the shares
was accomplished by the publication of any  advertisement;  (iii) all purchasers
either had a preexisting  personal or business  relationship with one or more of
the  executive  officers  of the  Company  or, by reason  of their  business  or
financial  experience,  could be  reasonably  assumed  to have the  capacity  to
protect  their own  interests  in  connection  with the  transaction;  (iv) each
purchaser represented that he was purchasing for his own account and not with

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a view to or for sale in connection with any distribution of the shares; and (v)
prior to sale,  each  purchaser  had  reasonable  access to or was furnished all
material books and records of the Company,  all material contracts and documents
relating to the proposed  transaction,  and had an  opportunity  to question the
executive  officers of the Company.  Pursuant to Rule  3E-500.005,  in offerings
made under Section  517.061(11) of the Florida Statutes,  an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or  given  reasonable  access  to full  and  fair  disclosure  of  material
information.  An  issuer  is deemed to be  satisfied  if such  purchaser  or his
representative  has been given access to all  material  books and records of the
issuer;   all  material   contracts  and  documents  relating  to  the  proposed
transaction;  and an opportunity to question the appropriate  executive officer.
In the regard,  the Company supplied such information and was available for such
questioning.

           The facts relied upon to make the Georgia Exemption available include
the  following:  (i) the aggregate  number of persons  purchasing  the Company's
stock during the 12 month  period  ending on the date of issuance did not exceed
fifteen (15)  persons;  (ii) neither the offer nor the sale of any of the shares
was  accomplished  by  a  public  solicitation  or  advertisement;   (iii)  each
certificate contains a legend stating "These securities have been issued or sold
in reliance of paragraph (13) of Code Section  10-5-9 of the Georgia  Securities
Act of 1973 and may not be sold or transferred  except in a transaction which is
exempt under such act or pursuant to an effective  registration under such act";
and (iv) each  purchaser  executed a statement to the effect that the securities
purchased have been purchased for investment  purposes.  Offerings made pursuant
to this  section  of the  Georgia  Securities  Act  have no  requirement  for an
offering memorandum or disclosure document.

           The facts relied upon to make the Massachusetts  Exemption  available
include the  following:  (i) the Company did not offer to more than  twenty-five
(25) persons in Massachusetts  during any period of twelve (12) months; (ii) the
Company reasonably believed that all the buyers in Massachusetts were purchasing
for  investment;  and  (iii)  the  offer  did not  involve  the  payment  of any
commission or other  remuneration  for  soliciting  any buyer in  Massachusetts,
therefore no notice to the secretary of state was required to be filed.

           The facts  relied  upon to make the  Michigan  Exemption  include the
following:  (i) the  Company  filed a  completed  SEC Form D with  the  Michigan
Securities Division;  (ii) the Company executed a Form U-2 consent to service of
process  in the state of  Michigan;  (iii) the forms  were  filed not later than
fifteen (15) days after the first sale of the  securities in Michigan;  (iv) the
Company  provided  the Michigan  State  Securities  Administrator  a copy of the
information  furnished  by  the  Company  to  the  offerees,  which  constitutes
disclosure adequate to satisfy the anti-fraud provisions of the act; and (v) the
Company paid an appropriate filing fee of $100.

           For purposes of Section  359(f)(2)(d) of the New York Code, the facts
upon which the Company relied are: (i) (i) the securities were sold in a limited
offering to not more than forty (40)  persons.  The Company filed a Form M-11 in
New York.

           The facts  relied upon to make the New Jersey  Exemption  include the
following:  (i) the sale was to not more than ten (10) persons during any period
of twelve (12) consecutive months; (ii) the

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Company reasonably  believed that all buyers purchased for investment;  (iii) no
commission or other  remuneration was paid for soliciting any prospective buyer;
and (iv) the sale was not offered or sold by general solicitation or any general
advertisement.

           The facts relied upon to make the North  Carolina  Exemption  include
the  following:  (i) the  Company  filed a  completed  SEC Form D with the North
Carolina Department of the Secretary of State Securities Division; (ii) the Form
was filed not later  than  fifteen  (15) days  after the first  sale;  (iii) the
Company executed a Form U-2 consent to service of process;  and (iv) the Company
paid an appropriate filing fee of $75.

            The  facts  relied  upon to make the  Texas  Exemption  include  the
following:  (i) the Company  filed a  completed  SEC Form D with the Texas State
Securities Board; (ii) the form was filed not later than fifteen (15) days after
the first sale;  (iii) the Company provided the State Securities Board a copy of
the  information  furnished  by the  Company to the  offerees,  (iv) the Company
executed a Form U-2 consent to service of process;  and (v) the Company  paid an
appropriate filing fee.

           The facts  relied  upon to make the  Virginia  Exemption  include the
following:  (i) the Company filed a completed SEC Form D with the Virginia State
of Corporation  Commission;  (ii) the form was filed not later than fifteen (15)
days after the first  sale;  (iii) the  Company  executed a Form U-2  consent to
service of process,  appointing the Clerk of the State Corporation Commission as
its agent for  service of  process;  and (iv) the  Company  paid an  appropriate
filing fee of $250.

           The facts  relied upon to make the  Wisconsin  Exemption  include the
following:  The  Company  filed a notice  consisting  of a  completed  Form D as
prescribed by Rule 503 of Regulation D under the  Securities  Act of 1933.  This
form was signed by the Company, was filed not later than fifteen (15) days after
the first sale, and was accompanied by an appropriate fee.

           In March  2000,  the  Company  issued a  convertible  note to one (1)
investor for $100,000. The term of the note is for a period of one (1) year, and
is convertible at any time, in the sole  discretion of the noteholders to shares
of the Company's  restricted  Common Stock at a price of $5 per share.  The note
bears interest at a rate of twelve percent (12%) per annum.  Interest is payable
quarterly in either cash or shares of the Company's  restricted  Common Stock in
the sole  discretion of the payee.  For such  offering,  the Company relied upon
Section 4(2), Rule 506, and Section  359(f)(2)(d) of the New York Code. See Part
I,  Item 6.  "Management's  Discussion  and  Analysis  or Plan  of  Operation  -
Financial  Condition,  Liquidity and Capital Resources";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

           The  facts  relied  upon  the by the  Company  to  make  the  federal
exemption available include the following:  (i) the aggregate offering price for
the offering of the shares of Common Stock did not exceed  $5,000,000,  less the
aggregate offering price for all securities sold within the twelve months before
the start of and during the offering of the shares in reliance on any  exemption
under  Section  3(b) of, or in  violation  of Section  5(a) of the Act;  (ii) no
general  solicitation  or advertising was conducted by the Company in connection
with  the  offering  of any of the  shares;  (iii)  there  were no more  than 35
purchasers  from  the  Issuer  in the  offering;  (iv) the  purchasers  were all
accredited

                                        8

<PAGE>



investors  and the books and records of the Company were  available and reviewed
by each investor;  and, (v) the required number of manually  executed  originals
and true  copies of Form D were duly and timely  filed with the U.S.  Securities
and Exchange Commission.

           For purposes of Section  359(f)(2)(d) of the New York Code, the facts
upon which the Company relied are: (i) (i) the securities were sold in a limited
offering to not more than forty (40)  persons.  The Company filed a Form M-11 in
New York.

           In  May  2000,  CCSF  entered  into  a  distribution  agreement  with
Qinhuangdao  RutherSoft  ("RutherSoft") to distribute the Company's fresh citrus
products in the  provinces  of Shanxi,  Henan,  Heilongjiang,  Jilin,  Liaoning,
Shaanxi, Hubei, Anhui, Sichuan, Hunan and Hebei as well as the municipalities of
Beijing and Shanghai on an exclusive basis. RutherSoft must meet certain minimum
purchase requirements.  The term of the contract is for a period of one (1) year
and can be renewed at that time for an additional three (3) years subject to new
minimum  purchase  requirements.  During the extended  period,  either party may
unilaterally  terminate the contract by paying $50,000 as liquidated  damages to
the other party. See Part I, Item 1.  "Description of Business - (b) Business of
Registrant - General - Present";  and Part I, Item 1. "Description of Business -
Marketing and Distribution - Distribution".

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

           (b)       Business of Registrant

           General

           The Company  was formed in July 1994 and had little or no  operations
until December,  1999, when it acquired CCSF. CCSF is  headquartered  in Stuart,
Florida,  the  heart of the  famed  Indian  River  citrus  growing  region.  The
Company's initial market  development has been in the citrus industry.  From its
earlier days of successfully shipping Florida Grapefruit to Italy in the 1980's,
a market with  similarly  difficult  trade barriers at the time, the Company has
effectively  broken  down the  agricultural  trade  barriers  with  China and is
actively developing this new market.

           CCSF has spent the past  three (3) years  gainfully  penetrating  and
developing a foothold in opening the China  Market.  CCSF has played an integral
part in  breaking  down the  agricultural  trade  barriers  that  have  kept the
enormous Chinese market closed to both U.S. and world agricultural exports. This
was achieved by developing  personal  relationships not only with senior Chinese
embassy officials in Washington D.C and government officials in Beijing,  China,
but also by strengthening the Company management's relationships with Republican
and Democratic government officials in the United States.



                                        9

<PAGE>


History

           The Chinese Market  has  been one which has been traditionally closed
to the  Western  world due to  substantial  trade  barriers  put in place by the
Chinese Government.  Possessing one quarter (1/4) of the World's population, the
growth potential for this market is greater than any other.  Ninety-six  percent
(96%) of Chinese  consumers  have not been  exposed to orange juice or any other
citrus juice.

           Following  the  successful  transfer of Hong Kong back to the Peoples
Republic of China in 1998, the decision was made by senior government  officials
in Beijing to allow more Western  goods into the  country.  Beijing also relaxed
its hold on state run  television  and  allowed  western  programming,  with its
commercials.  The  Chinese  consumers  are now  exposed to the  cultures  of the
western world,  including the fitness craze and healthy eating.  Although orange
juice is still a rare commodity in China,  the current trend is moving away from
the  traditional  soft drinks and is now taking aim on the 100% natural  juices.
This trend is countrywide and is expected to last well into the future.

Present

           Founder and CEO,  Henry "Skip"  Clements was first  introduced to Sam
Mok,  President of Condor  Consulting,  LLC, one of the top Chinese Business and
Political Consultants in Washington, D.C in September of 1997. This introduction
was made possible through a mutual friend and business contact Carol Halett, the
Former U.S. Customs  Commissioner and Ambassador under the Bush  Administration.
After much  discussion,  he  determined  that Mr.  Clements  was in an excellent
position  to take  advantage  of a market  niche  that is  currently  not  being
serviced within China.  Mr. Mok was  instrumental in developing and implementing
the plan to achieve "Friend of China" status for Clements  Citrus,  an important
step in doing business successfully in China.

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

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

           In September  1999,  CCSF entered into a  distribution  contract with
Hongrun, one (1) of the largest distributors in Northern China with distribution
throughout Beijing, Tianjin and other major

                                       10

<PAGE>



cities.  Hongrun was  appointed  CCSF's  exclusive  distributor  in the northern
district of China,  which includes all areas north of the  Changjiang  (Yangtze)
River.  Hongrun agreed to exclusively  distribute CCSF's concentrated  products.
CCSF agreed to provide  Hongrun with $20,000,  $15,000,  $10,000 and $5,000 with
the first, second, third and fourth orders for promotional expenses. The term of
the agreement is for a period of one (1) year. See Part I, Item 1.  "Description
of Business - Marketing and Distribution - Distribution".

           In  May  2000,  CCSF  entered  into  a  distribution  agreement  with
RutherSoft to distribute the Company's fresh citrus products in the provinces of
Shanxi, Henan,  Heilongjiang,  Jilin, Liaoning,  Shaanxi, Hubei, Anhui, Sichuan,
Hunan and Hebei as well as the  municipalities  of Beijing  and  Shanghai  on an
exclusive basis. RutherSoft must meet certain minimum purchase requirements. The
term of the  contract is for a period of one (1) year and can be renewed at that
time  for  an  additional  three  (3)  years  subject  to new  minimum  purchase
requirements.   During  the  extended  period,  either  party  may  unilaterally
terminate  the  contract by paying  $50,000 as  liquidated  damages to the other
party. See Part I, Item 1. "Description of Business - Marketing and Distribution
- Distribution".

Business Strategy

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

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

           The Company will take  advantage of the Chinese  consumer's  affinity
for American products. Distributors are looking for quality American products to
carry. The current fruit juice market is

                                       11

<PAGE>



fragmented and underdeveloped, and the opportunity is ripe for an American, high
quality juice product to exploit.

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

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

           The Company's  revenues to date are zero and it is therefore entirely
based upon its capital  raising  activities.  Future revenues are expected to be
based upon the  distribution  arrangements  it has entered into with Hongrun and
Ruthersoft,  as well as additional  monies  received as a result of sales of the
Company's  Common Stock.  The Company's  revenues are dependent on the volume of
sales from its products it provides.

           Revenues  from sales are  recognized in the period in which sales are
made.  The  Company's  gross  profit  margin will be  determined  in part by its
ability to estimate and control  direct costs of production and shipping and its
ability to incorporate such costs in the price charged to its distributors.

Marketing and Distribution

Marketing

           The  following  discussion  of the  Chinese  citrus  industry,  as it
relates to the Company's objectives,  is of course pertinent only if the Company
is  successful  in  maintaining  sufficient  cash  flow from  operations  and/or
obtaining  sufficient debt and/or equity financing to commercialize its existing
products,  to add additional key personnel  where needed,  and to supplement new
product  development.  In  addition,  the  Company  must  be  able  to  generate
significant  profits from  operations  and/or  additional  financing to continue
expanding  the  business  and/or to fund the  anticipated  growth,  assuming the
Company's  proposed expanded  business is successful.  There can be no assurance
such financing can be obtained or that the Company's  proposed expanded business
will be successful.

           There are more than 1.24  billion  consumers in China and that number
is growing. Approximately ninety-six percent (96%) of these consumers have never
been exposed to real orange juice,  either in fresh or frozen  concentrate form.
In  fact,  what is being  portrayed  as  orange  juice  in the  market  place is
typically less than ten percent (10%) juice.  Refrigerators  are becoming common
household  appliances  along major eastern coastal  cities.  Many households now
have distilled water

                                       12

<PAGE>



dispensers, an indication that the Chinese people are becoming increasingly more
health  conscious.  Chilled,  drinkable,  filtered  water has also become widely
available  to the average  Chinese  consumer.  These two (2) trends  provide the
Company the opportunity to provide and supply orange juice in frozen concentrate
form.  Although in most major  cities  today,  the majority of families now have
refrigeration,  this was not the case even five (5) to ten (10) years  ago.  The
Chinese  consumer now has the capability to mix the frozen  concentrate to their
liking.  The Company's test marketing has proven the strong demand for a quality
juice product. By marketing the Company's orange juice not only as a one hundred
percent (100%) juice product,  but also as a health food, the Company expects to
hit multiple areas of increasing demand by the Chinese consumer.

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

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

           Oranges are native to China.  The majority of the oranges produced in
China are Valencia  Oranges and are located  primarily in the Chengdu  Region in
Central China. In the 1997-98  season,  China produced only 17% of what the U.S.
produces annually, while having five (5) times the population size. The U.S. now
produces 12.5 million metric tons (27.56 billion lbs) of oranges annually.

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

                                       13

<PAGE>



for local  consumption in the surrounding  small villages.  Very limited amounts
actually leave the region. The infrastructure  necessary for the development and
support of large production  capabilities for crops such as oranges, is still in
its infancy.  Everything  from paved  roadways,  water support  systems and soil
enrichment  processes would be needed.  The Company's  management has toured and
inspected many of the sites in China where oranges are grown.

           Oranges are very popular with Chinese  consumers,  as is witnessed by
the fact that in 1996 there were approximately U.S. $159.7 MM in orange sales in
Hong Kong alone. In fact, U.S. oranges accounted for 66.7% of Hong Kong's orange
market in 1996, and 85.6% in 1997.  U.S.  oranges hold 97% and 95% of the Taiwan
market as well.  The majority of Valencia  Oranges that have entered the Chinese
market are from California and have been shipped into Hong Kong and re- exported
through  Quangzhou.  At this time, no U.S. company  "legally" exports any citrus
fruit into the Peoples Republic of China. However,  starting in 1999 the Chinese
Federal  Government  began  cracking down on these  illegal  imports and several
local  government  officials  have been  arrested and placed in jail. As the PRC
continues  to take steps to open its  markets  to fall in line with world  trade
practices,  it continues  to close the avenues for these  illegal  imports.  The
companies that have been involved with the illegal activities are likely to find
it difficult to transition into the new economy and new rules.

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

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

           Fresh  orange  juice is  provided  in the high  end  hotels  and some
shopping  markets in many of the major cities in China. The high cost of a glass
of fresh orange juice, typically U.S. $8-12, is prohibitive to the vast majority
of the populace. The target market for fresh orange juice has been the very high
end market,  mostly  foreigners  and tourists or the very  wealthy  China Elite.
Presently,  the average Chinese  consumer has access to affordable tea products,
sodas,  beer and alcohol.  Fruit juice is not available in most small stores and
is thus not a common  beverage.  Much the  same  way Coca  Cola  influenced  the
soft-drink market by being the pioneers in the juice market, the Company intends
to shape the way the Chinese consumer feels about orange juice. Prior to Coca

                                       14

<PAGE>



Cola's appearance in the market, the Chinese did not drink cold beverages during
the winter. Today, Coke is consumed year round.

           The  Chinese  market  is very  receptive  to  American  products  and
consumer  goods that are  perceived by the Chinese  consumer as  American.  Coca
Cola, McDonald's,  Kentucky Fried Chicken, Jeep and IBM are just a few examples.
However, these products do not sell solely by virtue of being American. They are
also considered by the Chinese consumer to be of relatively high quality.

Market Demand

           The Chinese  people like  oranges.  In developing an estimate for the
demand by  population  of the Peoples  Republic of China,  the Company has taken
into consideration the demand for both fresh citrus products,  as well as orange
juice,  in both Hong Kong and  Taiwan.  In Hong  Kong,  oranges  are the  single
largest  imported  fruit by value and were  valued at greater  than U.S.  $159.7
million in 1996.  Hong Kong has the highest  rate of orange  consumption  in the
world.  This is no doubt due in large part to the fact that it is the major port
for illegally  re-exporting  oranges to the rest of China. In 1996, U.S. oranges
accounted for 66.7% of Hong Kong's orange market and in 1997 accounted for 85.6%
of the orange market. In Taiwan in 1996 and 1997, U.S. oranges accounted for 97%
and 95% of the total orange market respectively. From these figures, the Company
has been able to  determine  that  there  has been a  considerable  demand  that
continues to increase for U.S oranges in the regions where Chinese consumers are
able to purchase the product.

Market Penetration

           The Company currently has distribution  agreements to distribute both
fresh fruit and frozen  concentrate  orange  juice in the  northern  district of
China and in the  provinces of Shanxi,  Henan,  Heilongjiang,  Jilin,  Liaoning,
Shaanxi, Hubei, Anhui, Sichuan, Hunan and Hebei as well as the municipalities of
Beijing and Shanghai.  After market  presence has been firmly  established,  the
Company's  products  are  expected  to branch  out to  develop  the  market  in:
Shenzhen,  Dalian,  Qingdao,  Xi'an, Nanjing,  Suzhou,  Hangzhou,  Guilin, Wuxi,
Xiamen  Municipality,  Fuzhou,  Chengdu,  and Wuhan.  These cities have all been
selected based upon several factors:

1.  There is a high level of disposable income in these cities.
2.  Refrigeration is commonplace.
3.  Filtered, chilled, drinking water is readily available.
4.  Strong distribution companies.

Advertising & Marketing

           Management in conjunction  with Chinese  distributors has developed a
very  aggressive  and  creative  advertising  and  marketing  campaign  that  is
discussed in more detail below.




                                       15

<PAGE>



Sweepstakes

           The idea of a sweepstakes  is relatively  new to the Chinese  market.
Having the  opportunity  to win a prize is a new concept to the vast majority of
Chinese consumers. The very few sweepstakes that have occurred recently in China
have had enormous success with several hundred thousand  contestants  showing up
on the day of the drawing.  The mere  opportunity  provided by a sweepstakes  is
something that the Chinese populace enjoys.

           A  sweepstakes  sponsored  by  Company  brands and  supported  by the
established  distribution network,  would be held in a different city each month
and continue for four (4) consecutive  months.  Each sweepstakes will be for one
(1) full month.  To qualify,  contestants  would purchase a can of the Company's
FCOJ and retain the label.  A consumer would fill out entry forms at the time of
purchase. The more cans a person purchases,  the more times he would be eligible
to enter.  The  drawing  would be held  publicly on the last day of each six (6)
week  sweepstakes.  Management would be present to personally select the winners
in each sweepstakes.  Sweepstakes prizes may include:  fifteen (15) Chinese made
scooters [three (3) per city],  and twenty-five (25) Chinese made bicycles [five
(5) per city], in addition to inexpensive refrigerators and backpacks. The store
where the winning can was purchased from would receive a prize as well,  thereby
providing an incentive for the store management to sell the Company's  products.
The  sweepstakes  would  be  held in the  following  order:  Tianjin;  Guanzhou;
Beijing, Shanghai and Hong Kong. The grand prize drawing would take entries from
all sweepstakes to select a winner after the completion of all sweepstakes.  The
grand prize is expected to be a Chinese manufactured automobile.

           The sweepstakes are designed to not only drive initial demand for the
Company's  products,  but to also aid in the  process of  educating  the Chinese
consumer  about what the  product is and how to drink it. The  Company  name and
logo will be highly  visible  through  the POS  materials  provided  and through
advertising.

20-50-500 Promotion

           Twenty  (20) years ago,  former  president  Richard  Nixon  re-opened
United States  relations  with China that had been closed for thirty (30) years.
At a picture taken at this historic  meeting,  General Mao is holding a glass of
orange juice.  Fifty (50) years ago in 1949, General Mao declared communist rule
in China in  Tian'anmen  Square.  Oranges  are  native to China  and were  first
transported out of China by explorers  approximately  500 years ago. Coming full
circle,  oranges are coming back to China after 500 years through the efforts of
the  Company.  This  promotion  is expected to  include:  billboards,  T-shirts,
buttons,  pedicabs  and  sampling.  It  anticipated  to begin in winter 2000 and
culminate in late spring 2001.

Other Promotional Campaigns

           One of the best mediums for  advertising  and  promoting a company in
China is through the use of Chinese  journalists.  This process to date has been
underutilized  by other entrants into the market.  The Company's  management has
developed and nurtured ongoing  relationships with Chinese  journalists over the
past three (3) years. In the process, the Company's products and management have
been written about in Chinese newspapers on multiple  occasions.  The opening of
markets  leading to an increase in trade is as big news in China as it is in the
U.S.



                                       16

<PAGE>





           In  addition to these and other types of  marketing  techniques,  the
Company will utilize broader mediums such as magazines,  newspapers,  billboards
(including bus stops, benches,  kiosks) and radio to develop the Company name in
the Chinese marketplace.

           Most of the initial  advertising and promotions  throughout the first
year  will  be  focused  on  the  strategies   discussed  above.  The  Company's
combination  of  aggressive   guerilla  and  more  traditional   advertising  is
enthusiastically supported by its distributors. The Company's advertising budget
is  projected  to be $400,000 for 2000 plus  $80,000 in  production  costs.  The
budget is expected to increase to $180,000  per quarter plus $36,000 per quarter
production  costs in 2001.  By the year  2002,  the  budget is  projected  to be
$216,000 per quarter and quarterly  production fees of an estimated $43,200. The
increase forecasted is due to increase market presence, continued development of
new markets and increased competition.

           The  Company  hopes to  develop a  relationship  within  the  various
Chinese communities via participation in and sponsoring various festivals,  food
exhibitions  and  community  events.  There are  several  major  trade shows and
exhibitions that the Company participates in each year.

Distribution

           Suppliers / Production

           The Company  contracts  with  various  Indian  River  region  packing
facilities to pack under strict  specifications for the registered the Company's
"Clements Citrus" label. There are over 123 packing companies located throughout
the state of Florida. The Company will utilize back-up suppliers as needed.

Production Facility

           In late Spring 2001, the Company is planning to begin construction of
a citrus packing and processing center to be located in Stuart, FL, the heart of
Indian River Region.  This facility will act as a showpiece for Clements  Citrus
products to the  Company's  Chinese and domestic  customers.  The center  should
consist of a state of the art,  completely  computer  controlled,  fresh  citrus
packing  facility,  a facility  for the  manufacture  and  production  of frozen
concentrate orange juice, as well as other frozen juices, a freezer facility,  a
research center and an office facility.  By having these  facilities  located on
one site, the entire  program can be closely  managed and  controlled.  It would
also  insure  against  supply  interruption  and a total  dependence  on outside
suppliers.

Distribution

           The Company has identified six to eight (6-8) potential companies who
could serve as the  Company's  distributors.  Besides  financial  strength,  the
Company requires companies with cold storage capabilities, a solid and extensive
distribution network, as well as experience in the beverage distribution market.

                                       17

<PAGE>





           The Company has  strategically  divided China into market regions for
purposes of introduction of the Company's products. Each market region will have
a local  distributor  who will be responsible for market  penetration.  Although
many companies want to handle the Clements Citrus product line, most do not meet
the  Company's  strict  specifications  necessary to  orchestrate  and service a
successful penetration into these markets.  Smaller distributors may be added as
needed.

           The Company is working  only with  distributors  which hold a special
permit granted by the Chinese  Government to trade in foreign currency  specific
to U.S. Currency.  These companies utilize Irrevocable Letters of Credit in U.S.
Dollars.  The Company  continues to strengthen its relationship with the Chinese
officials who grant these permits to Chinese companies,  by working in part with
those companies whom they recommend.

           The Company currently has two (2) executed distribution contracts.

           In September  1999,  CCSF entered into a  distribution  contract with
Hongrun, one (1) of the largest distributors in Northern China with distribution
throughout Beijing, Tianjin and other major cities. Hongrun was appointed CCSF's
exclusive  distributor  in the northern  district of China,  which  includes all
areas north of the  Changjiang  (Yangtze)  River.  Hongrun agreed to exclusively
distribute  CCSF's  concentrated  products.  CCSF agreed to provide Hongrun with
$20,000,  $15,000,  $10,000 and $5,000 with the first,  second, third and fourth
orders for  promotional  expenses.  The term of the agreement is for a period of
one (1) year.

           In  May  2000,  CCSF  entered  into  a  distribution  agreement  with
RutherSoft to distribute the Company's fresh citrus products in the provinces of
Shanxi, Henan,  Heilongjiang,  Jilin, Liaoning,  Shaanxi, Hubei, Anhui, Sichuan,
Hunan and Hebei as well as the  municipalities  of Beijing  and  Shanghai  on an
exclusive basis. RutherSoft must meet certain minimum purchase requirements. The
term of the  contract is for a period of one (1) year and can be renewed at that
time  for  an  additional  three  (3)  years  subject  to new  minimum  purchase
requirements.   During  the  extended  period,  either  party  may  unilaterally
terminate  the  contract by paying  $50,000 as  liquidated  damages to the other
party.

Status of Publicly Announced Products and Services

           The Company has recently  received and  currently  holds the only two
(2) permits  necessary  to ship fresh  produce to the Peoples  Republic of China
(Mainland China). The first shipments were sent May 17, 2000.

           The passage or rejection of Permanent  Normal Trade Relations  (PNTR)
with China  should not affect the  permits  held by the  Company.  However,  the
election  of PNTR with China  would be  beneficial  to the  Company's  products.
Currently, a forty percent (40%) is imposed on imported juice products.

                                       18

<PAGE>



Competition

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

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

Domestic

Great Lakes ("Da Hu")

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

Strengths

Local company
Established  in  the  Chinese  market  for  7  years.  Distribution  chain  well
established.

Weaknesses

Small company
Local distribution
Less expensive than Dole

Beijing Fresh Juice Company


                                       19

<PAGE>



           Beijing Fresh Juice Company is a Chinese Company which provides juice
products to the local  Beijing  market.  Its current  product  line  consists of
grapefruit and tomato juices. Beijing Fresh Juice Company has been active in the
Beijing market for a limited time.

Strengths

Active in the Beijing market.

Weaknesses

Products are not very popular.
Limited distribution

TianJin Chengbao Orange Juice Company

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

Strengths

Products are produced locally.

Weaknesses

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

Foreign

Tropicana

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


                                       20

<PAGE>



Strengths

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

Weaknesses

Provides juice only, thereby limiting its exposure.
Expensive.
Has  been  viewed  as  "dumping"  inferior  quality  on the  market  and has had
difficulty with distributors as a result.

Dole

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

Strengths

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

Weaknesses

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

Minute Maid

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

                                       21

<PAGE>




Strengths

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

Weaknesses

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

Sunkist

           Uses  the  brand  name of "Xin  Qishi"  in  China.  Sunkist  has been
exporting fresh oranges to the Chinese  marketplace  for a few years.  They have
sold  oranges to buyers in Hong Kong,  which has retained  its  favorable  trade
position,  even through the transition to Chinese ownership.  The buyers in Hong
Kong illegally re-export the oranges to other parts of China. Sunkist grossed in
excess of U.S.  $150 MM in sales of oranges in 1999.  Sunkist also  provides its
orange soda to the Chinese marketplace.

Strengths

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

Weaknesses

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

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

Sources and Availability of Raw Materials


                                       22

<PAGE>



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

Dependence on one or few customers

           The Company will rely heavily on its  customers'  preferences to best
determine the products  which will be produced.  The  commercial  success of the
Company's  products  will  depend on its  ability to predict the type of product
that  will  appeal  to a broad  spectrum  of the  Chinese  populous  and will be
affordable.  Although the Company plans to test market their  products  prior to
their  release,  there  can be no  assurance  that the  Company  will be able to
predict the appeal of its products before their production. Considerable expense
is  expended  on  production  costs  before  a  product  can be  test  marketed.
Therefore, although a product which tests poor can be scrapped before additional
expense  is  incurred   associated   with  release   including   marketing   and
distribution,  the Company may have to bear the  expense of  production  of some
products,  which may never be released.  This may have a material adverse effect
on the Company.

           Additionally,  the Company  will rely heavily upon the efforts of its
two (2) current  distributors  (RotherSoft and Hongren) to market and distribute
the  Company's   products  in  China.  Any  failure  by  either  distributor  to
effectively  distribute and/or make a market for the Company's  products,  could
have a material adverse effect on the Company.

Research and Development

           The Company  believes that research and  development  is an important
factor in its future  growth.  Although,  the  citrus  growing  and  exportation
industry  is not  closely  linked to  technological  advances,  it  occasionally
produces  new ways to raise and  harvest  crops,  resulting  in disease and pest
resistant product, which stays fresh for a longer period of time. Therefore, the
Company must  continually  invest in the  technology to provide the best quality
product to the public and to  effectively  compete  with other  companies in the
industry.  No assurance can be made that the Company will have sufficient  funds
to purchase technological advances as they become available.  Additionally,  due
to the rapid advance rate at which technology advances,  the Company's equipment
may be outdated  quickly,  preventing or impeding the Company from realizing its
full potential profits.

Patents, Copyrights and Trademarks

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

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

                                       23

<PAGE>



Governmental Regulation

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

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

State and Local Licensing Requirements

           To the best of management's  knowledge,  the Company has been granted
the only two (2) permits necessary to ship fresh produce directly to the Peoples
Republic  of China  (Mainland  China).  Others  continue  to resort to  indirect
shipping through Hong Kong and run the risk of seizure by Chinese agents.

Effect of Probable Governmental Regulation on the Business

           New laws are  emerging  which  regulate  commerce  between the United
States and China.  Although  passage of Permanent  Normal Trade Relations (PNTR)
with China will not affect the  permits  previously  granted  the Company by the
Chinese government, election of PNTR could reduce the forty percent (40%) tariff
currently imposed on juice products.

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

                                       24

<PAGE>



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

Cost of Research and Development

           For fiscal year 2000, the Company  expended  $531,220 on research and
development  efforts.  At the current time,  none of the costs  associates  with
research and development  are bourne directly by the customer;  however there is
no guarantee  that such costs will not be bourne by customers in the future and,
at the current  time,  the Company  does not know the extent to which such costs
will be bourne by the customer, if at all.

Cost and Effects of Compliance with Environmental Laws

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

Employees and Consultants

           At March 31, 2000,  the Company  employed  four (4) persons.  None of
these  employees  are  represented  by a labor union for purposes of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
product rollout to accommodate fulfillment needs.

           On December 31, 1999, the Company,  CCSF and the Holders  consummated
the Agreement.  Pursuant to the Agreement,  the Holders  tendered to the Company
all issued and  outstanding  shares of common stock of Clements  Citrus Sales of
Florida,  Inc. in exchange for 3,750,000  Shares of Common Stock of the Company.
The reorganization is being accounted for as a reverse acquisition.

           In connection  with the Agreement,  John Samartine,  a Director,  was
issued 175,000  shares,  Bonnie Ludlum,  the Company's  current  Secretary and a
Director,  was issued 175,000  shares,  Joseph  Rizzuti,  the Company's  current
Vice-President,  Chief Operating Officer,  Treasurer and a Director,  was issued
700,000 shares and Henry T. Clements, the Company's current Chairman,  President
and Chief Executive  Officer was issued  1,575,000  shares.  See Part I, Item 6.
"Management's  Discussion  and  Analysis or Plan of  Operation  -  Stockholders'
Equity";  Part III, Item 10.  "Executive  Compensation - Employee  Contracts and
Agreements"; Part III, Item 11. "Security Ownership of Certain Beneficial Owners
and Management"; and Part III, Item 12. "Certain Relationships and

                                       25

<PAGE>



Related Transactions".

Item 2. Description of Property

           The Company  maintains its executive  offices at 3135  Southwest Mapp
Road, P.O. Box 268, Palm City, FL 34991.  Its telephone number is (561) 219-0132
and its facsimile number is (561) 219-3712.

           In September  1999,  prior to its  acquisition  by the Company,  CCSF
extended  its then  current  lease of the  premises  located at 32C East Osceola
Street,  Stuart,  FL 34996 with Edward M.  Sellian.  This  property  consists of
approximately  one thousand  nine hundred  fifty  (1,950)  square feet of office
space,  which  serves as the  Company's  executive  offices.  The lease has been
extended  through and including  May 31, 2002.  The Company pays monthly rent in
the amount of $2,354 ($2,200 + 7% county sales tax).

           The Company owns no real property and its personal  property consists
of an automobile,  computer equipment,  furniture and fixtures, with an original
cost of $70,969.

Item 3. Legal Proceedings

           No legal  proceedings  have been  initiated  either by or against the
Company to date.

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

           No matter  was  submitted  to a vote of the  Company's  shareholders,
through the solicitation of proxies or otherwise from the Company's inception to
the close of the 2000 fiscal year ended March 31, 2000, covered by this report.

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

           Shares of the Company's  Common Stock have previously been registered
with the  Securities and Exchange  Commission  (the  "Commission").  The Company
intends to and has made  application to the NASD for the Company's  shares to be
quoted on the OTC Bulletin Board. The Company's application to the NASD consists
of current corporate  information,  financial  statements and other documents as
required by Rule  15c2-11 of the  Exchange  Act.  Inclusion  on the OTC Bulletin
Board,  when approved,  permits price  quotation for the Company's  shares to be
published by such service.

           The  Company  is not aware of any  existing  trading  market  for its
Common Stock.  The Company's  Common Stock has never traded in a public  market.
There are no plans, proposals, arrangements or understandings with any person(s)
with  regard  to the  development  of a trading  market in any of the  Company's
securities.

           If  and  when  the   Company's   Common   Stock  is   traded  in  the
over-the-counter  market,  most  likely  the  shares  will  be  subject  to  the
provisions of Section 15(g) and Rule 15g-9 of the Securities

                                       26

<PAGE>



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

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

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

           Prior to the  reorganization  the Company effected a forward split of
its Common  Stock at the rate of three (3) to one (1),  for holders of record on
December 30, 1999, with  distribution  effective  January 18, 1999. Total issued
and  outstanding  stock  following  the forward  split and after  effecting  the
Agreement was  5,000,000.  See Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".

           As of April  27,  2000,  there  were 144  holders  of  record  of the
Company's Common Stock.

           As of April 27, 2000, the Company had 5,500,858  shares of its Common
Stock issued and outstanding,  4,000,858 of which are restricted Rule 144 shares
and 1,500,000 of which are free- trading. Of the Rule 144 shares, none have been
held by affiliates of the Company for more than one (1) year.

Dividend Policy

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

                                       27

<PAGE>





Item 6. Management's Discussion and Analysis or Plan of Operation

           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 CCSF as a wholly-owned  subsidiary,  its purpose changed
to CCSF's initial purpose of citrus exportation.

           The Company was still in the  development  stage until  December 1999
when the Share  Exchange  took place  between  CCSF and the Company and is still
emerging  from that stage.  The Company has only  recently  begun  shipping  its
citrus  products to China.  From the date of the Share Exchange in December 1999
through March 31, 2000, the Company generated no revenues. Since inception (July
15, 1994 through March 31, 2000, the Company has generated  cumulative losses of
approximately  $880,085.  Due to the  Company's  limited  operating  history and
limited  resources,  among  other  factors,  there  can  be  no  assurance  that
profitability or significant  revenues on a quarterly or annual basis will occur
in the future.

           In May 2000, the Company shipped its first citrus  products  directly
to mainland China. The Company plans to make several additional shipments to its
two (2) distributors (Hongrun and Ruthersoft) by the end of 2000.

           Since  contracting with its first two (2) distributors and upon being
granted permits to ship citrus directly to mainland China, the Company has begun
to  make  preparations  for  a  period  of  growth,  which  may  require  it  to
significantly  increase the scale of its operations.  This increase will include
the hiring of additional  personnel in all  functional  areas and will result in
significantly  higher operating expenses.  The increase in operating expenses is
expected  to be matched by a  concurrent  increase  in  revenues.  However,  the
Company's net loss may continue even if revenues increase and operating expenses
may still continue to increase.  Expansion of the Company's operations may cause
a significant strain on the Company's management, financial and other resources.
The Company's ability to manage recent and any possible future growth, should it
occur,  will depend upon a  significant  expansion of its  accounting  and other
internal management systems and the implementation and subsequent improvement of
a variety of systems,  procedures  and controls.  There can be no assurance that
significant  problems in these areas will not occur. Any failure to expand these
areas and  implement  and improve such  systems,  procedures  and controls in an
efficient  manner at a pace consistent with the Company's  business could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results  of  operations.  As  a  result  of  such  expected  expansion  and  the
anticipated  increase in its operating  expenses,  as well as the  difficulty in
forecasting  revenue  levels,  the Company  expects to  continue  to  experience
significant fluctuations in its revenues, costs and gross margins, and therefore
its results of operations.

                                       28

<PAGE>



Results of Operations -  For the Three Months Ended March 31, 2000  and  For the
Year Ended December 31, 1999

           In April 2000,  the Company  elected to change its fiscal year end to
March 31 and  filed a report  on Form 8-K on April  18,  2000.  The  results  of
operations  reported  herein are  therefore for the three (3) months ended March
31, 2000 and for the year ended December 31, 1999.

Revenues

           Revenues  for the three (3) month  period ended March 31, 2000 was $0
and for the twelve (12) month period ended December 31, 1999 was $66,530.

Administrative Expenses

           Administrative Expenses for the three (3) months ended March 31, 2000
were $783,467  versus  $1,210,143 for the year ended December 31, 1999. Net loss
was $880,085 and $1,141,277 respectively.

Assets and Liabilities

           Assets  were  $456,706  as of March  31,  2000,  and  $111,072  as of
December 31, 1999. As of March 31, 2000, assets consisted  primarily of cash and
equivalents  and retainers - consulting  and marketing  with a combined net book
value of $343,451. As of December 31, 1999, assets consisted primarily of a loan
receivable  from a shareholder  in the amount of $52,295 and inventory of frozen
concentrate in the amount of $30,718. Liabilities were $1,689,013 and $1,667,285
as of March 31, 2000 and  December 31, 1999  respectively.  Both as of March 31,
2000 and as of December  31,  1999,  liabilities  consisted  primarily  of loans
payable to shareholders, investors and/or employees of the Company.

Stockholders' Equity

           Stockholders' equity was 1,173,920 as of March 31, 2000 and 1,527,537
as of December 31, 1999.

           On December 31, 1999, the Company,  CCSF and the Holders  consummated
the Agreement.  Pursuant to the Agreement,  the Holders  tendered to the Company
all issued and  outstanding  shares of common stock of Clements  Citrus Sales of
Florida,  Inc. in exchange for 3,750,000  Shares of Common Stock of the Company.
The reorganization is being accounted for as a reverse acquisition.

           In connection  with the Agreement,  John Samartine,  a Director,  was
issued 175,000  shares,  Bonnie Ludlum,  the Company's  current  Secretary and a
Director,  was issued 175,000  shares,  Joseph  Rizzuti,  the Company's  current
Vice-President,  Chief Operating Officer,  Treasurer and a Director,  was issued
700,000 shares and Henry T. Clements, the Company's current Chairman,  President
and Chief Executive Officer was issued 1,575,000 shares.  See Part III, Item 10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

                                       29

<PAGE>





Financial Condition, Liquidity and Capital Resources

           At March  31,  2000 the  Company  had  cash and cash  equivalents  of
$240,451 as compared to $10,495 at December 31, 1999.

           In January  2000,  the Company  issued  convertible  notes to two (2)
investors  for a total of  $125,000.  The term of the  notes is for a period  of
three (3) years,  and are convertible at any time, in the sole discretion of the
noteholders to shares of the Company's  restricted Common Stock at a price of $3
per share. Both notes bear interest at a rate of twelve percent (12%) per annum.
Interest  is  payable  quarterly  in  either  cash or  shares  of the  Company's
restricted  Common Stock in the sole discretion of the payee. For such offering,
the Company  relied upon Section  4(2),  Rule 506, and Section  551.29(2) of the
Wisconsin  Code.  See Part III,  Item 12.  "Certain  Relationships  and  Related
Transactions".

           In March  2000,  the  Company  issued a  convertible  note to one (1)
investor for $100,000. The term of the note is for a period of one (1) year, and
is convertible at any time, in the sole  discretion of the noteholders to shares
of the Company's  restricted  Common Stock at a price of $5 per share.  The note
bears interest at a rate of twelve percent (12%) per annum.  Interest is payable
quarterly in either cash or shares of the Company's  restricted  Common Stock in
the sole  discretion of the payee.  For such  offering,  the Company relied upon
Section 4(2), Rule 506, and Section  359(f)(2)(d) of the New York Code. See Part
III, Item 12. "Certain Relationships and Related Transactions".

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

Year 2000 Compliance

           The Year 2000 Issue is the result of potential problems with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent  the year,  may  recognize the date using 00 as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

           The Company  determined  that the Year 2000 impact is not material to
its systems and that it will not impact its  business,  operations  or financial
condition  since all of the  internal  software  utilized by the Company has the
capability of being upgraded to support Year 2000 versions.

           The Company  believes that it has disclosed all required  information
relative to Year 2000 issues relating to its business and  operations.  However,
there can be no assurance that the systems

                                       30

<PAGE>



of other  companies  on which  the  Company's  systems  rely also will be timely
converted or that any such failure to convert by another  company would not have
an adverse affect on the Company's systems.

Forward-Looking Statements

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

Item 7. Financial Statements

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

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

           The Company has used the accounting firm of Joan Staley, C.P.A., P.A.
since December 1999,  following the Share Exchange  Agreement.  Their address is
2920 Southwest Mapp Road,  Palm City, FL 34990.  There has been no change in the
Company's independent accountant during the period commencing with the Company's
retention of Joan Staley C.P.A., P.A. through the date hereof.



                                       31

<PAGE>



                                TABLE OF CONTENTS
                        ---------------------------------





Independent Auditor's Report


Financial Statements                                                     Page
-------------------------                                                ------


         Balance Sheet-Consolidated                                      F-1
         Statement of Operations-Consolidated                            F-3
         Statement of Changes in Stockholders'Equity-Consolidated        F-4
         Statement of Cash Flows-Consolidated                            F-5
         Notes to Financial Statements                                   F-6


<PAGE>



                            Joan R. Staley, CPA, P.A.
                               2920 S.W. Mapp Road
                            Palm City, Florida 34990
                                 (561) 221-1273


                          Independent Auditor's Report
                      -------------------------------------

To the Board of Directors
Clements Golden Phoenix Enterprises, Inc.
Stuart, Florida

We have audited the accompanying  consolidated  balance sheet of Clements Golden
Phoenix Enterprises,  Inc., and its subsidiary as of March 31, 2000 and December
31,  1999,  and  related  consolidated  statements  of  operations,  changes  in
stockholders'  equity,  and cash  flows for the three  months  and the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit. We conduct our audit in accordance with generally
accepted  auditing  standards.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Clements  Golden
Phoenix Enterprises,  Inc. And its subsidiary as of March 31, 2000, and December
31, 1999,  and the results of its operations and its cash flows for three months
and the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.


The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 1. to
the  financial  statements,  the  company has  experienced  a loss for the three
months ended March 31, 2000, and the year ended December 31, 1999. The Company's
financial  position and  operating  results  raise  substantial  doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 1. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                                   /s/ Joan R. Staley, CPA, P.A.

June 27, 2000



<PAGE>


<TABLE>
<CAPTION>
                    Clements Golden Phoenix Enterprises, Inc.

                           BALANCE SHEET-CONSOLIDATED
                      MARCH 31, 2000 and December 31, 1999

                                     ASSETS

                                                              March 31, 2000    December  31,1999
<S>                                                           <C>               <C>
Current Assets

    Cash and Equivalents                                      $      240,451    $   10 ,495
                 Due From Golden Phoenix                               --0--             36
         Loan Receivable-Shareholder                                  66,735         52,295
                 Interest Receivable-Shareholder                       9,868          8,629
         Retainers - Consulting & Marketing                          103,000          --0--
         Inventory Frozen Concentrate                                  27,75         30,718
                 Display Items                                         8,899          8,899
                                                              --------------    ------------
             Total Current Assets                                    456,06         111,072


      Fixed Assets

           Vehicle                                                    45,353          --0--
           Computer Equipment                                         16,032          6,989
           Furniture & Fixtures                                        9,584          5,668
                  Less accumulated depreciation                       (5,959)        (3,822)
                                                               -------------    ------------
      Total Fixed Assets                                              65,010          8,835


      Other Assets

           Marketing Materials                                        19,080         19,080
           Deposits Utilities                                            760            760
                                                               -------------    ------------
             Total Other Assets                                       19,840         19,840
                                                               -------------    ------------
      TOTAL ASSETS                                             $     541,556    $   139,747
                                                               =============    ============
</TABLE>





                 See accompanying notes to financial statements.

                                       F-1


<PAGE>



<TABLE>
<CAPTION>
                    Clements Golden Phoenix Enterprises, Inc.

                           BALANCE SHEET-CONSOLIDATED
                      MARCH 31, 2000 and DECEMBER 31, 1999

                      LIABILITIES AND STOCKHOLDER'S EQUITY


                                                              March 31, 2000    December 31, 1999
<S>                                                           <C>               <C>
Current Liabilities

    Account Payable                                           $     129,086     $     174,496
    Payroll Taxes Payable                                            20,772             2,997
    Health Insurance Payable                                          1,237             --0--
    Accrued Interest Payable                                        103,779           138,395
    Convertible Note Ranger-Bassuener                               125,000             --0--
    Subscription Payable                                              3,100             --0--
    Loan Payable-Rizzuti                                            491,014           468,138
    Loan Payable-Loeffelbein                                        118,667           143,667
    Loan Payable-Sellian                                            585,000           585,000
    Loan Payable-Samartine                                           49,592            79,592
    Loan Payable-Ludlum                                              50,000            75,000
    Current Portion Long Term Debt                                   11,766             --0--
                                                              --------------    --------------
       Total Current Liabilities                                  1,689,013         1,667,285

Long Term Liabilities

    Note Payable Lincoln Navigator                                   26,463             --0--

Stockholders' Equity

     Common Stock , $.001 par value,
      50,000,000 shares authorized and
       5,410,000 issued                                               5,410             5,000
     Paid in capital in excess of par value                       2,089,923           856,629
     Retained Earnings                                           (3,269,253)       (2,389,167)
                                                              --------------    --------------

        Total Stockholder's Equity                               (1,173,920)       (1,527,537)
                                                              --------------    --------------

TOTAL LIABILITIES AND STOCKHOLDER'S  EQUITY                   $     541,556     $     139,747
                                                              ==============    ==============
</TABLE>


                 See accompanying notes to financial statements.

                                       F-2




<PAGE>


<TABLE>
<CAPTION>
                    Clements Golden Phoenix Enterprises, Inc.
                      STATEMENT OF OPERATIONS-CONSOLIDATED
 FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND FOR YEAR ENDED DECEMBER 31, 1999

                                                          March 31,2000          December 31,1999
                                                       -----------------        ------------------
<S>                                                    <C>                      <C>
REVENUE
  Consulting Fee                                                                $         55,000
  State Reimbursement                                                                     10,000
  Miscellaneous                                                   -0-                      1,530
                                                       -----------------        ------------------
        Total Revenue                                                                     66,530

PURCHASES
  Purchases Fruit                                                172                         538
  Shipping, Packaging, Storage                                97,702                       1,532
  Contract Labor                                                 500                          39
                                                     --------------------       ------------------
        Total Purchases                                       98,374                       2,109
                                                     --------------------       ------------------
             Gross Profit Margin                             (98,374)                     64,421

GENERAL AND ADMINISTRATIVE EXPENSES
   Bank Charge                                                 1,619                       6,929
   Auto-Truck                                                  8,073                         -0-
   Consulting Fees                                               -0-                      19,200
   Commission                                                  5,000                         -0-
   Depreciation                                                2,137                       2,029
   Dues and Subscriptions                                        330                      10,676
   Donation                                                   10,235                         150
   Interest Expense                                           41,236                     115,215
   Insurance                                                   8,015                         755
   Legal & Accounting Fees                                    34,178                      21,066
   License, Permits & Fees                                     2,468                         175
   Management Fees                                               -0-                     250,740
   Market Research & Development                             531,220                     710,826
   Office                                                      5,014                       3,666
   Organizational Cost                                           -0-                       1,350
   Postage & Express Mail                                      1,715                      10,642
   Printing & Copies                                             -0-                      10,274
   Salaries                                                   97,785                      17,243
   Rent                                                        7,062                       7,208
   Repair & Maintenance                                          509                         -0-
   Tax-Payroll                                                 8,570                       1,564
   Tax-Other                                                      73                         -0-
   Telephone                                                  10,856                       7,269
   Travel and Entertainment                                    4,744                      11,812
   Meals                                                       2,224                         387
Utilities                                                        404                         967
                                                     --------------------       ------------------
       Total Administrative Expenses                         783,467                   1,210,143
                                                     --------------------       ------------------
       Net Loss Before Other Income                         (881,841)                 (1,145,722)
                                                     --------------------       ------------------
  OTHER INCOME
      Interest Income                                          1,756                      4,445
                                                     --------------------       ------------------
        Net  Loss                                    $      (880,085)           $    (1,141,277)
                                                     ====================       ==================
</TABLE>



                 See accompanying notes to financial statements.

                                       F-3


<PAGE>


<TABLE>
<CAPTION>
                    Clements Golden Phoenix Enterprises, Inc.
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY-CONSOLIDATED
                      MARCH 31, 2000 and DECEMBER 31, 1999




                                        COMMON       ADDITIONAL           RETAINED
                                        STOCK        PAID IN CAPITAL      EARNINGS        TOTAL
<S>                                   <C>           <C>               <C>              <C>

  Balance January 1, 1999             $      100    $      804,159    $   (1,254,240)  $ ( 449,981)
     Net Loss                                                             (1,134,927)   (1,134,927)
     Clements Citrus Sales Stock           (100)                                              (100)
     Sale of Stock                         5,000                                             5,000
     Additional Paid in Capital                             52,470                          52,470
                                     -----------    --------------    ---------------  ------------
Balance December 31, 1999             $    5,000    $      856,629    $   (2,389,167)  $(1,527,538)
     Net Loss                                                              ( 880,086)    ( 880,086)
     Sale of Stock                           410                                               410
Additional Paid in Capital                               1,233,294                        1,233,294
                                     -----------    --------------    ---------------  ------------
Balance March 31, 2000                 $   5,410    $    2,089,923    $   (3,269,253)  $(1,173,920)
                                     ===========    ==============    ===============  ============
</TABLE>










                 See accompanying notes to financial statements.


                                       F-4


<PAGE>


<TABLE>
<CAPTION>
                    Clements Golden Phoenix Enterprises, Inc.
                      STATEMENT OF CASH FLOWS-CONSOLIDATED
       FOR THE MONTH ENDED MARCH 31, 2000 AND YEAR ENDED DECEMBER 31, 1999


CASH FLOWS FROM OPERATING ACTIVITIES                   March 31, 2000           December 31, 1999
<S>                                                    <C>                      <C>
   Net Loss                                            $    (880,085)           $   (1,141,277)
       Adjustments to reconcile net income to net
       Cash provided by operating activities
          (Increase) decrease in:
      Depreciation                                             2,137                     2,029
      Receivable Interest                                     (1,239)                   (4,445)
      Due from Golden Phoenix                                     36                       (36)
      Inventory-Frozen Concentrate                             2,965                   (30,718)
      Display Items                                              -0-                      (301)
      Note Receivable                                        (14,440)                    7,500
      Prepaid  Membership Dues                                   -0-                    10,417
      Marketing Materials                                        -0-                   (19,080)
      Retainers Consulting - Marketing                      (103,000)                                               -0-
      Deposit Utilities                                          -0-                      (480)
         Increase (Decrease ) in:
     Account Payable                                         (45,410)                   174,496
     Payroll Taxes Payable                                    17,775                      2,997
     Health Insurance Payable                                  1,237                        -0-
     Accrued Interest payable                                (34,616)                    92,527
                                                     -----------------          -----------------
NET CASH USED BY OPERATING ACTIVITIES                     (1,054,640)                  (906,371)

CASH FLOWS FROM INVESTING ACTIVITIES
    Equipment                                                (58,312)                    (5,490)
                                                     -----------------          -----------------
NET CASH USED BY INVESTING ACTIVITIES                        (58,312)                    (5,490)

CASH FLOWS FROM FINANCING ACTIVITIES
   Convertiable Note                                         125,000                        -0-
   Subscription Payable                                        3,100                        -0-
   Loan Payable Navigator                                     38,229                        -0-
   Loan Payable-Shareholders                                 (57,125)                   857,235
   Common Stock                                                  410                      5,000
   Additional Paid in Capital                              1,233,294                     58,720
                                                     -----------------          -----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  1,342,908                    920,955
                                                     -----------------          -----------------
NET INCREASE IN CASH                                         229,956                      9,094

CASH AT BEGINNING OF YEAR                                     10,495                      1,401
                                                     -----------------          -----------------
           CASH AT END OF YEAR                       $       240,451            $        10,495
                                                     -----------------          -----------------
</TABLE>


    Supplemental information
          Interest expense 1999       $ 115,215
           Interest expense 2000      $  41,236


                 See accompanying notes to financial statements.



                                       F-5




<PAGE>





                    Clements Golden Phoenix Enterprises, Inc.
                                 March 31, 2000
                          NOTES TO FINANCIAL STATEMENTS


Note 1 -  Summary Of Significant Accounting Policies:

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

         The company has shipped fresh citrus from the current citrus season and
         in the next  citrus  season  will  continue  to ship  fresh  fruit.  In
         addition,  the company  will  continue  to develop  there Brand name of
         citrus  concentrate  juice to China and Southeast  Asia. The market has
         the potential to be one of the largest in the world.

         Clements  Golden  Phoenix  Enterprises,  Inc.  acquired Clements Citrus
         Sales of Florida, Inc. on  December 31, 1999.   The  company  became  a
         wholly owned subsidiary of Clements  Golden  Phoenix  Enterprises, Inc.
         Clements Citrus Sales of Florida, Inc. was incorporated in the State of
         Florida on August 5, 1997.


         Fixed Assets
         Fixed assets are carried at cost. Depreciation of equipment is provided
         using  the  straight-line  method.  The rate is based on a useful  life
         ranging  from 3 to 10 years.  Depreciation  taken for the three  months
         ended March 31,  2000,  is $2,137 and for the year ended  December  31,
         1999, is $ 2,029.


         Income Taxes

         The Clements  Citrus  Sales of Florida,  Inc.,  with the consent of its
         shareholders,  had  elected under the Internal  Revenue Code to be an S
         corporation.  In  lieu of corporation income taxes, the shareholders of
         an S  corporation  are   taxed  on  their  proportionate  share  of the
         Company's  taxable income.  Clements Golden Phoenix Enterprises,  Inc.,
         is a  C  corporation  and Clements  Citrus  Sales of Florida,  Inc. has
         applied  to the Internal Revenue Service to rescind the S election.  No
         provision  for taxes have been made in these  financial  statements due
         to the losses incurred in opening China markets.





                                       F-6




<PAGE>




                    Clements Golden Phoenix Enterprises, Inc.
                                 March 31, 2000
                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies (continued)

         Going Concern
         The  Company's  financial   statements  are  prepared  using  generally
         accepted  accounting  principles  applied  to  a  going  concern  which
         contemplates  the  realization of assets and liquidation of liabilities
         in the normal course of business.  The Company has incurred  losses for
         the three months  ended March 31, 2000 and the year ended  December 31,
         1999. It has not  established  revenues  sufficient to cover  operating
         costs and to allow it to continue as a going  concern.  Management  has
         secured  a  private  placement  of its stock so that it will be able to
         continue  as a going  concern.  Management  also plans for a  follow-up
         offering  in a  secondary  market in the near  term.  In the event such
         efforts  are  unsuccessful,  contingent  plans  have been  arranged  to
         provide that the current  shareholders of the Company have expressed an
         interest in additional  funding if necessary to continue the Company as
         a going concern.

         Cash
         Cash is  being  held  in  a  checking and savings account, except for a
         petty  cash  fund.    The  bank  savings   account  pays   interest  at
         approximately 2.5 % per annum.

         Use of Estimates
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and assumptions  that affect certain  reported amounts and disclosures.
         Accordingly, actual results could differ from those estimates.

         Basis of Consolidation
         The consolidated  financial statements include the accounts of Clements
         Citrus Sales of Florida, Inc. All significant intercompany accounts and
         transactions have been eliminated in consolidation.

         Inventory-Frozen Concentrate
         The inventory  consist of frozen orange juice  concentrate  that can be
         shipped to China in refrigerated containers.


Note 2 -  Loan Receivable Shareholder

         Loan  receivable  shareholder is made up of funds disbursed to Harry T.
         Clements for various  personal  expenditures.  The corporation is to be
         reimbursed for this expenditure.

Note 3 - Marketing Material

         Marketing  Materials  is made up of items and designs that will be used
         in marketing the citrus in China.


                                       F-7



<PAGE>



                    Clements Golden Phoenix Enterprises, Inc.
                                 March 31, 2000
                          NOTES TO FINANCIAL STATEMENTS


Note 4 - Accrued Interest Payable

         Interest  was  accrued  on the Loans  Payable -  Rizzuti,  Loeffelbein,
         Sellian,  Samartine,  and Ludlum for the three months of 2000,  and the
         year of 1999.  The interest was calculated at 12% percent per annum and
         is payable on a  semi-annual  basis.  Payment of interest is to be made
         when  funds  are  available.  The  interest  may  be  paid  from  stock
         subscription funds.


Note 5 - Loan Payable Navigator

         The company purchased a 2000 Lincoln Navigator with a note for $38,229,
         payable in  installment  payments of $1,200 per month.  The loan is for
         three years with an interest  rate of 7.99% per annum the payments will
         be $ 11,996 for 2000,  $14,395 for 2001,  $14,395 for 2002,  and $2,325
         for 2003.


Note 6 - Loan Payable-Rizzuti, Loeffelbein, Sellian, Samartine, Ludlum

         The  shareholders  have loaned the company money for advancement of the
         development of the Chinese citrus market. The promissory notes are with
         a stated  interest  rate of 12% per annum.  The  principal  are due and
         payable on demand.  The interest will be paid when the  corporation has
         income.


Note 7 - Convertible Note

         Clements  Golden  Phoenix  Enterprises,  Inc.,  has  entered  into  two
         convertible   notes,   one  for  $31,250   with   Bassuener   Cranberry
         Corporation,  and one for $93,750 with Ranger Cranberry  Company,  LLC,
         with a stated interest rate of 12% per annum. Interest is due quarterly
         on the unpaid principal balance.  The unpaid principal may be converted
         into shares of the  restricted  common stock of the company at the sold
         option of the payee on or before  January 13, 2003. If not converted it
         shall be due in the form of a " balloon payment" on the maturity date.


Note 8 - Leasing Arrangements

         The company  leased 1,950 square feet of office space June 1, 1999, for
         one year  with a  renewal  for an  additional  term of two  years.  The
         minimum  annual  rent  is  $22,800  plus  sales  tax.  The  company  is
         responsible  for repair and upkeep of the  office.  The  utilities  are
         additional cost. The company did not pay rent per the agreement for the
         first months the office was open.  Monthly rental from January 1, 2000,
         to May 31,  2000,  will be $2,200 per month plus sales tax. The renewal
         in May was in like terms for an additional two years.

                                       F-8



<PAGE>


                    Clements Golden Phoenix Enterprises, Inc.
                                 March 31, 2000
                          NOTES TO FINANCIAL STATEMENTS



Note 9 - Subsequent Events

         The  corporation  has  entered  into  a  distribution   agreement  with
         Qinhuangdao RutherSoft a Chinese distributor for the exclusive right to
         sell Clements  Brands Fresh Citrus Fruits and to develop markets within
         the  designated  sales  district  limited to the  provinces  of Shanxi,
         Henan, Heilongjiang,  Jilin, Liaoning,  Shaanxi, Hubei, Anhui, Sichuan,
         Hunan and Hebei as well as the  municipalities of Beijing and Shanghai.
         The agreement was entered into on May 16, 2000.

         The corporation in April of 2000, purchased a Lincoln Navigator with an
         installment  loan of  $43,111,  payable in three years with an interest
         rate of  7.99%per  annum.  The  payments  are  $1,200.  per month.  The
         payments due in 2000 are $ 9,599,  2001 payments are $14,398,  2002 are
         $14,398, and 2003 are $4,715.



                                       F-9



<PAGE>


PART III

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

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

Name                             Age        Position(s) with Company
-----------------------          ---        ----------------------------
Henry T. "Skip" Clements         48         Chairman, President and CEO

Joseph Rizzuti                   39         V.P., Treasurer, COO and Director

Bonnie Ludlum                    57         Secretary, Director

John Samartine                   52         Director

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

Family Relationships

           There  are no family  relationships  between  or among the  executive
officers and directors of the Company.

Business Experience

           Henry T. "Skip"  Clements,  age 48,  graduated from Florida  Atlantic
University in 1974. In 1974 he worked in a concentrate  orange juice facility in
Fort Pierce,  Florida as a Production  Supervisor.  After two (2) years,  he was
promoted to Production Manager, whose responsibilities  included the development
of  production  schedules,  harvesting  schedules  and  managing  the day to day
operations  of the  production  facility.  In 1976,  Mr.  Clements  and four (4)
partners,  purchased a fresh citrus packing facility in Fort Pierce.  Within six
(6) years,  he built the  business  to become  the ninth  (9th)  largest  volume
packing   facility  in  the  state  of  Florida.   As  an   owner/manager,   his
responsibilities  included  securing and meeting export sales, the purchasing of
on-tree fruit,  scheduling and overseeing production runs and overall management
of  seventy-  five (75)  employees.  In 1984,  after  several  months of intense
negotiations  with the government of Italy, Mr. Clements was given permission to
ship fresh grapefruit into Italy. The only American permitted to do so, his firm
controlled  eighty percent (80%) of the Italian  grapefruit market for three (3)
years.  He marketed  and promoted  Indian  River  Citrus in Italy by  developing
relations with retailers,  wholesalers and distributors and by educating them on
the proper care and handling of the citrus products.  Mr. Clements  successfully
grew the business to over 500,000 cartons annually.


<PAGE>





           In 1986 Mr. Clements designed and built the largest commercial citrus
packing  facility in the state of Florida for  Cincinnati  based  United  Brands
(Chiquita). This facility was computer controlled and capable of producing three
million  (3,000,000)  cartons of  product  per  season.  Mr.  Clements  was Vice
President and General Manager of the plant and was responsible for  successfully
running the operations profitably in its first year of operations.

           Mr.   Clements'   primary   responsibilities   include   the  ongoing
relationship  development  with  Chinese  distributors  and  local  and  federal
government officials.  Having first broken through the trade barriers imposed by
China by  receiving  a permit to export  Clements  Citrus  products  to China in
September  1999,  Mr.  Clements  is also  responsible  for the  development  and
expansion  of the Citrus  market  within  China.  He is  currently  working with
Chinese  officials  in helping  them to develop  the  necessary  guidelines  for
agricultural products to be imported and exported in and out of China.

           Joseph Rizzuti, age 39, received a degree in Business  Administration
with a major in  Accounting  from The State  University  of New York  College at
Brockport  in 1983.  Mr.  Rizzuti is a public  accountant  and the  Principal of
Beacon  Accounting  Services,  Inc.  in Palm  City,  Florida.  He has  worked in
accounting and as a financial  consultant for fifteen (15) years.  Additionally,
Mr. Rizzuti is the former owner of an air freight  company which  specializes in
overnight  express delivery both domestically and  internationally.  His company
was based out of  Raleigh,  North  Carolina  and within two (2) years  increased
shipment  count by four hundred  percent  (400%).  In 1996,  Mr.  Rizzuti joined
Plastics  Auxiliaries  Magazine ("PAM") located in Tequesta,  FL. PAM has become
the largest plastics industry  publication.  After joining at its inception,  he
worked in various  management  positions at PAM where he eventually  became CFO,
and was responsible for positioning the company for a successful sale.

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

           Bonnie  Ludlum,  age 57,  is a former  Vice  President  of the  First
National  Bank and  Trust  Company  of  Stuart,  located  in  Stuart,  FL in the
Comptrollers  Division.   Her  responsibilities   included  all  accounting  and
budgeting  functions,  management  information  systems,  corporate  leasing and
branch placement and building  activities.  She was also an active member of the
Banks  Budgeting  and  Pricing  Committees.  In 1994,  Mrs.  Ludlum  joined  her
husband's construction company,  Ludlum Construction Co., Inc. as Controller for
three  (3)  years,   whereafter   the  company  was  sold.  Ms.  Ludlum  is  the
granddaughter  of Mr.  William  Irwin Fee,  who was the founder,  secretary  and
treasurer of the Indian River Citrus  League.  In 1930,  Mr. Fee, after nineteen
(19) months of  correspondence  with the Federal Trade  Commission,  obtained an
order which gave the citrus  growers of the Indian River  District the exclusive
rights to use the term "Indian River" in their marketing of citrus fruit.


<PAGE>



           John Samartine,  age 52, Northeast Louisiana State University between
1966 and 1968.  Between  1968 and 1972,  he served as an E-5 Jet Mechanic in the
United States Navy.  Between 1972 and 1996, he worked for United Parcel Service,
first as a driver,  then as a  supervisor  and  finally  as a  Division  Manager
between the years of 1991 and 1996.  He retired  from United  Parcel  Service in
1996.

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

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

Item 10.             Executive Compensation

<TABLE>
<S>              <C>     <C>           <C>     <C>       <C>      <C>        <C>         <C>
Name and         Year    Annual        Annual  Annual    LT       LT         LTIP        All Other (1)
Post                     Comp          Comp    Comp      Comp     Comp       Payouts
                         Salary        Bonus   Other     Rest     Options
                         (1)            ($)              Stock

Henry T.         1999      $0                             (2)
"Skip"
Clements,        2000      $125,000
Chairman,
President
and CEO

Joseph           1999      $0                             (2)
Rizzuti, V.P.
Treasurer,       2000      $125,000
COO and
Director

Bonnie           1999      $0                             (2)
Ludlum,
Secretary,       2000      $0
Director

John             1999      $0                             (2)
Samartine,
Director         2000      $0
</TABLE>


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



<PAGE>



(2)  On December 31, 1999,  the Company,  CCSF and the Holders  consummated  the
     Agreement.  Pursuant to the Agreement,  the Holders tendered to the Company
     all issued and outstanding  shares of common stock of Clements Citrus Sales
     of Florida,  Inc. in exchange for  3,750,000  Shares of Common Stock of the
     Company.   The   reorganization   is  being  accounted  for  as  a  reverse
     acquisition.

     In connection with the Agreement,  John Samartine,  a Director,  was issued
     175,000  shares,  Bonnie  Ludlum,  the  Company's  current  Secretary and a
     Director,  was issued 175,000 shares, Joseph Rizzuti, the Company's current
     Vice-President,  Chief  Operating  Officer,  Treasurer and a Director,  was
     issued  700,000  shares  and  Henry  T.  Clements,  the  Company's  current
     Chairman,  President  and Chief  Executive  Officer  was  issued  1,575,000
     shares.  See Part III, Item 11. "Security  Ownership of Certain  Beneficial
     Owners and Management";  and Part III, Item 12. "Certain  Relationships and
     Related Transactions".

Compensation of Directors

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

           The  following  table sets forth  information  as of April 27,  2000,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.

Name and Address of               Title of   Amount and Nature of    Percent of
Beneficial Owner                  Class       Beneficial Owner           Class
--------------------------------------------------------------------------------
Henry T. "Skip" Clements(1)(2)    Common      1,529,000                27.8%

Joseph Rizzuti(1)(2)              Common        700,000                12.7%

Bonnie Ludlum(1)(2)               Common        175,000                 3.2%

John Samartine(1)(2)              Common        175,000                 3.2%

Edward Sellian(1)                 Common        700,000                12.7%

All Executive Officers and        Common      2,579,000                46.9%
Directors as a Group
(Four (4) persons)
-------------------


<PAGE>




(1)  The  address  for  each  of  the  above  is  c/o  Clements  Golden  Phoenix
     Enterprises,  Inc.,  3135 Southwest Mapp Road,  P.O. Box 269, Palm City, FL
     34991.

(2)  On December 31, 1999,  the Company,  CCSF and the Holders  consummated  the
     Agreement.  Pursuant to the Agreement,  the Holders tendered to the Company
     all issued and outstanding  shares of common stock of Clements Citrus Sales
     of Florida,  Inc. in exchange for  3,750,000  Shares of Common Stock of the
     Company.   The   reorganization   is  being  accounted  for  as  a  reverse
     acquisition.

     In connection with the Agreement,  John Samartine,  a Director,  was issued
     175,000  shares,  Bonnie  Ludlum,  the  Company's  current  Secretary and a
     Director,  was issued 175,000 shares, Joseph Rizzuti, the Company's current
     Vice-President,  Chief  Operating  Officer,  Treasurer and a Director,  was
     issued  700,000  shares  and  Henry  T.  Clements,  the  Company's  current
     Chairman,  President  and Chief  Executive  Officer  was  issued  1,575,000
     shares.  See  Part  III,  Item  12.  "Certain   Relationships  and  Related
     Transactions".

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

Item 12. Certain Relationships and Related Transactions

           The Company received a total of $19,200.00 ($0.04 per share) from the
sale of a total of  480,000  shares of Common  Stock,  $.001 par value per share
(the "Common Stock"),  in a self-  underwritten  offering  conducted pursuant to
Section 4(2) of the  Securities  Act of 1933, as amended (the "Act"),  and Rules
505 and 506 of  Regulation D promulgated  thereunder.  This offering was made in
the State of  Georgia  and the  State of  Florida  to a total of 24  individuals
investors.  The Company undertook the offering of shares of Common Stock on June
1, 1999, and did not pay any underwriting discounts or commissions.  The Company
claimed the exemption from registration in connection with each of the offerings
under  Sections  3(b)  and  4(2) of the Act and  Rules  505 and 506  promulgated
thereunder,  Section  10-5-9(13) of the Georgia Code and Section  517.061(11) of
the Florida Code.

           On December 31, 1999, the Company,  CCSF and the Holders  consummated
the Agreement.  Pursuant to the Agreement,  the Holders  tendered to the Company
all issued and  outstanding  shares of common stock of Clements  Citrus Sales of
Florida,  Inc. in exchange for 3,750,000  Shares of Common Stock of the Company.
The reorganization is being accounted for as a reverse acquisition.

           In connection  with the Agreement,  John Samartine,  a Director,  was
issued 175,000  shares,  Bonnie Ludlum,  the Company's  current  Secretary and a
Director,  was issued 175,000  shares,  Joseph  Rizzuti,  the Company's  current
Vice-President,  Chief Operating Officer,  Treasurer and a Director,  was issued
700,000 shares and Henry T. Clements, the Company's current Chairman,  President
and Chief Executive Officer was issued 1,575,000 shares.

           Prior to the  reorganization  the Company effected a forward split of
its Common  Stock at the rate of 3 to 1, for holders of record on  December  30,
1999, with distribution effective January 18, 1999. Total issued and outstanding
stock  following  the  forward  split  and after  effecting  the  Agreement  was
5,000,000.


<PAGE>





           In January  2000,  the Company  issued  convertible  notes to two (2)
investors  for a total of  $125,000.  The term of the  notes is for a period  of
three (3) years,  and are convertible at any time, in the sole discretion of the
noteholders to shares of the Company's  restricted Common Stock at a price of $3
per share. Both notes bear interest at a rate of twelve percent (12%) per annum.
Interest  is  payable  quarterly  in  either  cash or  shares  of the  Company's
restricted  Common Stock in the sole discretion of the payee. For such offering,
the Company  relied upon Section  4(2),  Rule 506, and Section  551.29(2) of the
Wisconsin Code.

           Since January 2000, the Company has sold 455,858 shares of its Common
Stock to one hundred  eleven  (111)  investors.  For such  offering  the Company
relied upon Section 4(2) of the Act, Rule 506,  Section  11-51-308(1)(p)  of the
Colorado Code,  Section  517.061(11) of the Florida Code,  Section 10-5-9(13) of
the Geogia Code,  Section  402(b)(9) of the  Massachusetts  Code, Rule 803.7 and
Section  402(b)(21) of the Michigan Code,  Section  359(f)(2)(d) of the New York
Code,  Section  49:3-50(b)(9)  of the New Jersey Code,  Rule .1211. of the North
Carolina  Code,  Section  109.13 of the Texas Code,  Rule 21 VAC 5-40-120 of the
Virginia Code and Section 551.29(2) of the Wisconsin Code.

           In March  2000,  the  Company  issued a  convertible  note to one (1)
investor for $100,000. The term of the note is for a period of one (1) year, and
is convertible at any time, in the sole  discretion of the noteholders to shares
of the Company's  restricted  Common Stock at a price of $5 per share.  The note
bears interest at a rate of twelve percent (12%) per annum.  Interest is payable
quarterly in either cash or shares of the Company's  restricted  Common Stock in
the sole  discretion of the payee.  For such  offering,  the Company relied upon
Section 4(2), Rule 506, and Section 359(f)(2)(d) of the New York Code.

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

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



<PAGE>


<TABLE>
<S>                  <C>
Exhibit No.          Exhibit Name
--------------       ---------------------

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    *         Articles of Amendment to Articles of Incorporation changing the name to Lucid
                     Concepts, Inc. filed June 3, 1999.

3.(i).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        *         Convertible Note between the Company and Bassuener Cranberry Corporation dated
                     January 13, 2000.

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

4.3        *         Convertible Note between the Company and Philip Taurisano dated March 1, 2000.

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

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

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


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

27.1       *         Financial Data Schedule.
</TABLE>
----------------

(*  Filed herewith)

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

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

(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.











<PAGE>


                                   SIGNATURES

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

                    Clements Golden Phoenix Enterprises, Inc.
                                  (Registrant)

Date: July 11, 2000     By: /s/ Henry T. Clements
                        --------------------------------------------------------
                           Henry T. "Skip" Clements, Chairman, President and CEO

                        By: /s/ Joseph Rizzuti
                        --------------------------------------------------------
                           Joseph Rizzuti, V.P., Treasurer, COO and Director

                        By: /s/ Bonnie Ludlum
                        --------------------------------------------------------
                           Bonnie Ludlum, Secretary and Director

                        By: /s/ John Samartine
                        --------------------------------------------------------
                           John Samartine, Director



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


<TABLE>
<S>                                <C>                                <C>
Signature                          Title                              Date

/s/ Henry T. Clements              Chairman, President and CEO        July 11, 2000
-----------------------------
Henry T. "Skip" Clements

/s/ Joseph Rizzuti                 V.P., Treasurer, COO and Director  July 11, 2000
-----------------------------
Joseph Rizzuti

/s/ Bonnie Ludlum                  Secretary and Director             July 11, 2000
-----------------------------
Bonnie Ludlum

/s/ John Samartine                 Director                           July 11, 2000
-----------------------------
John Samartine
</TABLE>