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, 2001

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

     For the transition period from _______________________________

Commission File No.  0-27137

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

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

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

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. $197,381

     Of the 7,214,241 shares of voting stock of the registrant issued and
outstanding as of July 16, 2001,  3,049,053 shares are held by non-affiliates.
The aggregate market value of the voting stock held by non-affiliates as of July
13, 2001 is $975,697.

                                     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's  common stock is presently  quoted on the Over the
Counter Bulletin Board. 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
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  relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and Rule 506 of Regulation D promulgated  thereunder  ("Rule
506") for  several  transactions  regarding  the  issuance  of its  unregistered
securities. In each instance, such reliance was based upon the fact that (i) the
issuance  of the shares did not  involve a public  offering,  (ii) there were no
more than thirty-five (35) investors (excluding "accredited  investors"),  (iii)
each investor who was not an

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accredited  investor  either alone or with his purchaser  representative(s)  has
such  knowledge  and  experience  in financial  and business  matters that he is
capable of evaluating the merits and risks of the prospective investment, or the
issuer  reasonably  believes  immediately  prior to  making  any sale  that such
purchaser comes within this description,  (iv) the offers and sales were made in
compliance  with Rules 501 and 502, (v) the securities  were subject to Rule 144
limitations on resale and (vi) each of the parties was a sophisticated purchaser
and had full  access to the  information  on the  Company  necessary  to make an
informed  investment  decision by virtue of the due  diligence  conducted by the
purchaser or  available  to the  purchaser  prior to the  transaction  (the "506
Exemption").

     The Company  relied upon Section  517.061(11)  of the Florida  Statutes for
several transactions regarding the issuance of its unregistered  securities.  In
each  instance,  such  reliance  was  based  upon the fact that (i) sales of the
shares of common stock were not made to more than thirty-five (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 (1) 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 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 management was available for such questioning (the "Florida
Exemption").

     In March 2000, the Company  executed a convertible  note in favor of Philip
Taurisano in the principal  amount of $100,000.  The note is  convertible at the
option of the holder to shares of the  Company's  restricted  common  stock at a
conversion price of $3.00 per share. The note bears interest at a rate of twelve
percent  (12%)  per annum and  matured  one (1) year from its date of  issuance.
Since maturity, Mr. Taurisano has made written demand for all monies due and has
allegedly  accelerted all amounts due thereunder.For such offering,  the Company
relied upon the 506 Exemption 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".

     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. The term of the contract was for a period of one
(1) year and was not renewed.

     In July 2000,  the number of  directors of the Company was  increased  from
four (4) to (5) at a  meeting  of the  Board  of  Directors.  Subsequently,  the
directors  appointed  Samuel  P.  Sirkis to fill the  vacancy  and to serve as a
Director until the next annual meeting of the shareholders. At the same meeting,
Henry T.  Clements  resigned as  President  and also as Chairman of the Board of
Directors,  although he remained Chief Executive  Officer and also a Director of
the Company.  Joseph  Rizzuti  resigned as  Vice-President  and Treasurer of the
Company, but retained his position as Chief Operating Officer and was elected to
be  Chairman  of the Board of  Directors.  Samuel P.  Sirkis  was  elected to be
President  of the  Company.  See art I, Item 1.  "Description  of Business - (b)
Business  of  Registrant  -  Employees  and  Consultants";  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".

     In August 2000,  the Company  entered  into an  employment  agreement  with
Samuel P. Sirkis to be President of the Company.  The term of the  agreement was
for a period  of two (2)  years.  The  Company  agreed  to pay a base  salary of
$75,000 per annum and a signing bonus of 200,000 shares of the Company's  common
stock. Mr. Sirkis has since resigned as President, but remains a Director

                                        3

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of the Company.  For such offering the Company relied upon the 506 Exemption and
the  Florida  Exemption.  See art I,  Item 1.  "Description  of  Business  - (b)
Business  of  Registrant  -  Employees  and  Consultants";  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".

     In August  2000,  the  Company  approved a forward  split of the  Company's
common stock at a ratio of two (2) shares for each one (1) share of common stock
issued and  outstanding.  The forward split took effect on September 1, 2000 for
holders of record on August 25, 2000,  with  distribution  effective  August 31,
2000.  Additional share certificates were issued by the Company's transfer agent
to effect the split. See Part III, Item 12. "Certain  Relationships  and Related
Transactions".

     In August 2000,  the Company issued an additional  1,350,000  shares to the
original  owners  of CCSF pro  rata.  The  issuance  was to  remedy  an error in
calculation  made at the  time of the  share  exchange  agreement  conducted  in
December 1999. As part of such issuance,  Joseph Rizzuti,  the Company's current
Chairman and Chief Operating Officer, received 500,000 shares, Edward Sellian, a
beneficial  owner of more than ten percent (10%) of the  Company's  common stock
received 300,000 shares.  Bonnie K. Ludlum,  the Company's current Secretary and
Director,  received  75,000 shares.  John Samartine,  a current  Director of the
Company,  received 75,000 shares.  Henry "Skip"  Clements,  a current  Director,
received  225,000  shares.  For such  offering,  the Company relied upon the 506
Exemption and the Florida Exemption. See art I, Item 1. "Description of Business
- (b) Business of  Registrant - Employees and  Consultants";  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".

     In September  2000,  CSF entered into a  consulting  agreement  with Condor
Consulting LLC ("Condor"). Condor provides consulting in connection with certain
import/export   activities  undertaken  by  CCSF.  Condor  is  CCSF's  exclusive
consultant in the People's Republic of China, Republic of China, Japan, Republic
of the  Phillippines,  Republic of  Singapore,  Malaysia,  Kingdom of  Thailand,
Republic of Indonesia, Socialist Republic of Vietnam, Kingdom of Cambodia, Union
of Burma, Lao People's Democratic Republic,  Republic of India, Islamic Republic
of Pakistan, People's Republic of Bangladesh,  Commonwealth of Australia and New
Zealand.  CCCSF must pay Condor its hourly  rates  which  range  between $75 and
$300.  CCSF must also pay Condor a monthly  retainer in the amount of  $100,000,
which  shall be  applied  to such  hourly  fees and which  unused  amount  shall
rollover to subsequent  months.  In the event CCSF terminates the contract prior
to its  second  anniversary,  it must pay  Condor  $100,000  times the number of
remaining months. Additionally,  CCSF must pay to Condor an amount equal to five
percent (5%) of its gross revenues  derived from the sale of citrus  products in
the areas under contract. CCSF also granted Condor a warrant to purchase 100,000
shares of the  common  stock of the  Company at an  exercise  price of $2.00 per
share.  Such warrants have no expiration  date.  The warrants  carry full demand
registration rights. The term of the agreement is for a period of two (2) years.
For such  offering,  the  Company  relied  upon the 506  Exemption  and no state
exemption, as Condor is located in Washington D.C. In June, Condor suspended the
September  contract  alleging  breach  by  CCSF.  The  contract  has  yet  to be
reinstated.  See art I, Item 1.  "Description  of  Business  - (b)  Business  of
Registrant  -  Employees  and  Consultants";  and Part  III,  Item 12.  "Certain
Relationships and Related Transactions".

     In  September  2000,  the Company  executed a  promissory  note in favor of
Bonnie  K.  Ludlum,  the  Company's  current  Secretary  and a  Director  in the
principal  amount of $50,000.  The note had a term of thirty (30) days and bears
interest at a rate of ten  percent  (10%) per annum.  In July 2001,  the Company
received a demand letter from Ms.  Ludlum,  which  purported to  accelerate  the
terms

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of the note making all amounts  thereunder  due and payable.  For such offering,
the Company relied upon the 506 Exemption and the Florida Exemption.  See art 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 - Financial Condition, Liquidity and Capital Resources";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".

     In September  2000,  the  Company's  Board of Directors  approved a forward
split of the  Company's  common  stock at a ratio of two (2) shares for each one
(1) share of common stock issued and outstanding.  The forward split took effect
on  October  6,  2000  for  holders  of  record  on  September  29,  2000,  with
distribution  effective  October 6, 2000.  Additional  share  certificates  were
issued by the Company's  transfer agent to effect the split.  See Part III, Item
12. "Certain Relationships and Related Transactions".

     In October 2000,  Ranger Cranberry  Company  converted its convertible note
dated  January 13, 2000 in the  principal  amount of $93,750 and interest in the
amount of $5,763.70 to 132,684 shares of the Company's  restricted common stock.
The  conversion  price,  which was adjusted to account for the two (2) splits of
the Company's  common stock,  was $0.75.  For such offering,  the Company relied
upon the 506 Exemption 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  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 October 2000,  CCSF,  renewed its contract with Tianjin  Hongrun Trading
Co. Ltd., a Chinese company  ("Hongrun").  CCSF appointed  Hongrun its exclusive
distributor of its Clements Brand Frozen  Concentrated  Fruit Juices in Tianjin,
Dalian, Shenyang, Chongqing, Wuhan and Taiyuan and its non-exclusive distributor
in Beijing. In exchange for the appointment,  Hongrun agreed to purchase certain
minimum quantities of the frozen concentrate from CCSF. The contract term is for
a period of one (1) year.  See art I, Item 1.  "Description  of  Business  - (b)
Business of  Registrant - Employees  and  Consultants";  and Part III,  Item 12.
"Certain Relationships and Related Transactions".

     In October 2000, the Company executed a convertible note in favor of Philip
Taurisano in the principal  amount of $150,000.  The note is  convertible at the
option of the holder to shares of the  Company's  restricted  common  stock at a
conversion price of $1.00 per share. The note bears interest at a rate of twelve
percent (12%) per annum and matures one (1) year from its date of issuance.  For
such   offering,   the  Company  relied  upon  the  506  Exemption  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".

     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 November 2000, Bassuener Cranberry  Corporation  converted a convertible
note dated January 13, 2000 in the  principal  amount of $31,250 and interest in
the amount of $2,239.72 to

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44,652 shares of the Company's  restricted  common stock. The conversion  price,
which was  adjusted  to account for the two (2) splits of the  Company's  common
stock, was $0.75.  For such offering,  the Company relied upon the 506 Exemption
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 to make the  Wisconsin  Exemption
available  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 December 2000, the Company  retained the firm of Complete  Financial and
Operations LLC d/b/a WallStreetWest.com, LLC ("WSW") to aid with public/investor
relations.  A third party shareholder paid WSW 13,333 shares of the common stock
of the Company and the Company  issued an additional  13,333 shares of its stock
to Complete  Financial and  Operations  LLC in February 2001. For such offering,
the Company  relied upon the 506  Exemption and Section  11-51-308(1)(p)  of the
Colorado  Code.  See art I, Item 1.  "Description  of Business - (b) Business of
Registrant  -  Employees  and  Consultants";  and Part  III,  Item 12.  "Certain
Relationships and Related Transactions".

     The facts relied upon to make the Colorado Exemption include the following:
(i) 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.

     In December 2000, the Company executed a convertible note in favor of James
E. Groat in the principal amount of $250,000.  The note bears interest at a rate
of eleven percent (11%) per annum and matures in October 2001. It is convertible
to  shares  of the  Company's  restricted  common  stock at a price of $0.75 per
share. Warrants to purchase an additional 25,000 shares were issued to Mr. Groat
with an  exercise  price of $2.00 per share for a period of two (2)  years.  The
Company also issued Mr. Groat 5,000 shares of its restricted  common stock.  For
such  offering,  the  Company  relied  upon the 506  Exemption  and the  Florida
Exemption.  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".

     In January 2001, the Company entered into a letter  agreement with Fechtor,
Detwiler  & Co.,  Inc.  ("Fechtor")  to  raise  up to  fifteen  million  dollars
($15,000,000)  in a best efforts  private  placement.  In  connection  with such
services, the Company agreed to pay Fechtor a commission of five percent (5%) of
the gross  proceeds of the private  placement  financing,  to issue  warrants to
acquire the  Company's  common  stock equal to seven  percent  (7%) of the gross
proceeds of the  financing  exercisable  at the price of the  underlying  common
stock of the financing for a five (5) year period,  to conduct a one for four (1
for 4) reverse  stock split on or before  February  15, 2001 and to appoint Mike
Reardon to the  Company's  Board of  Directors.  The agreement had a term of one
hundred  twenty (120) days. The agreement was terminated by Fechtor in May 2001.
See art I, Item 1.  "Description  of  Business - (b)  Business of  Registrant  -
Employees and  Consultants";  and Part III, Item 12. "Certain  Relationships and
Related  Transactions".  In connection with the Fechtor  agreement,  the Company
conducted  a one for four (1 for 4)  reverse  stock  split in  March  2001.  Its
trading symbol was changed to its current  symbol,  CGPE. See Part III, Item 12.
"Certain  Relationships  and  Related  Transactions".  In  February  2001,  John
Samartine,  a current  Director of the Company,  returned  56,000  shares of the
Company's  common  stock to the  Company for  cancellation.  The shares had been
issued  erroneously  and were returned to the Company's  authorized but unissued
stock. See art I, Item 1.  "Description of Business - (b) Business of Registrant
- Employees and Consultants"; Part III, Item 10. "Executive Compensation

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- 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".

     In February  2001,  the Company sold 200,000  shares of its common stock to
Capital Consultants, Inc. for $200,000. The shares carry piggy-back registration
rights. For such offering, the Company relied upon the 506 Exemption and Section
Sec.  292.410(1)(i)  of the  Kentucky  Code.  See Part  III,  Item 12.  "Certain
Relationships and Related Transactions".

     The facts relied upon to make the Kentucky Exemption include the following:
(1) each purchaser had access to all material facts  regarding the securities by
being  involved  in  managing  the  issuer's  business  or  being  in  a  family
relationship  with  the  person  who  actively  manages  the  issuer's  business
(insiders),  (2) there were no more than fifteen (15) purchasers in Kentucky who
were each  "accredited  investors"  as  defined  under SEC Rule 501;  or (3) the
aggregate  offering price of the securities  (including  securities sold outside
Kentucky) did not exceed  $500,000,  and the total number of purchasers  did not
exceed  thirty-five  (35) and each purchaser  either received the material facts
necessary to make an investment  decision or was an accredited investor or was a
purchaser described in (1) above.

     In February 2001, the Company and Samuel P. Sirkis,  the Company's  current
President and Director,  agreed to amend Mr. Sirkis' employment  agreement dated
August 1, 2000. In connection with such amendment,  Mr. Sirkis tendered  800,000
shares of the Company's  Restricted common stock to the Company for cancellation
and return to the  Company's  authorized  but unissued  shares.  Mr.  Sirkis was
issued a warrant  dated  February  1,  2001 to  purchase  800,000  shares of the
Company's  common stock at an exercise  price of $0.50 per share for a period of
two (2) years. For such offering,  the Company relied upon the 506 Exemption and
the  Florida  Exemption.  See art I,  Item 1.  "Description  of  Business  - (b)
Business  of  Registrant  -  Employees  and  Consultants";  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".

     In February 2001, the Company executed a promissory note in favor of Donald
H. Sturm in the principal  amount of $100,000,  payable  thirty-three  (33) days
from its date of issuance.  The note bears  interest at a rate of eleven percent
(11%) per annum. The principal amount has been repaid,  although the interest is
still  outstanding.  Additionally,  the  Company  issued  5,000  shares  of  its
restricted common stock to Donald H. Sturm in connection with the note. For such
offering,  the Company relied upon the 506 Exemption and the Florida  Exemption.
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".

     In February 2001, the Company issued an additional  800,000 shares to Henry
T.  Clements,  a  current  Director.  The  issuance  was to  remedy  an error in
calculation  made at the  time of the  share  exchange  agreement  conducted  in
December 1999. For such offering,  the Company relied upon the 506 Exemption and
the  Florida  Exemption.  See art I,  Item 1.  "Description  of  Business  - (b)
Business  of  Registrant  -  Employees  and  Consultants";  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".

     In February 2001,  CCSF entered into an import agency  contract with Golden
Wing Mau Enterprise  Development Co. Ltd. ("Wing Mau").  CSF engaged Wing Mau as
its import agent in the Peoples Republic of China and the Special Administrative
Region of Hong Kong of the Peoples  Republic of China to handle the  importation
and  customs  clearance  of CCSF's  products  in China and Hong  Kong.  For such
services,  CCSF must pay Wing Mau two percent  (2%) of the gross value of CCSF's
products handled by Wing Mau as import agent. CCSF agreed to establish a $30,000
letter

                                        7

<PAGE>



of  credit  in  favor of Wing  Mau,  which  may  only be drawn on under  limited
circumstances. The term of the contract is for a period of one (1) year. See art
I, Item 1. "Description of Business - (b) Business of Registrant - Employees and
Consultants".

     In April 2001, Gordon E. Hunt, a Director of the Company, resigned from the
Board of  Directors.  Although Mr. Hunt cited  internal  differences  within the
management of the Company as his reason for resigning,  he did not resign due to
a personal disagreement with the Company on any matter relating to the Company's
operations,  policies or practices and did not provide the Company with a letter
describing such  disagreement nor request that the matter be disclosed.  See art
I, Item 1. "Description of Business - (b) Business of Registrant - Employees and
Consultants";  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".

     In April  2001,  at a meeting  of the  Company's  Board of  Directors,  the
position of Chief Executive Officer was vacated.  Additionally,  the position of
Chief  Financial  Officer  was vacated and  Anne-Marie  Ludlum was  subsequently
appointed to fill the vacancy. See art I, Item 1. "Description of Business - (b)
Business  of  Registrant  -  Employees  and  Consultants";  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".

     In May 2001,  the Company  received a demand  letter from Philip  Taurisano
pursuant to a promissory  note dated October 2000.  Mr.  Taurisano  alleged that
principal and interest  payments in the amount of $114,947.42  were not paid. He
purported  to  accelerate  all amounts  due under the note.  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".

     Since the acquisition of CCSF in December 1999, the Company had conducted a
private placement of its securities  selling its common stock,  first at a price
of $3.00 per share and later at a price of $5.00 per  share.  It sold a total of
581,134 shares, raising $2,076,804.  The offering has since been terminated. For
such  offering,  the  Company  relied  upon  the  506  Exemption,   Section  11-
51-308(1)(p) of the Colorado Code, the Florida Exemption,  Section 130.293of the
Illinois Code, Section 402(b)(9)of the Massachusetts Code, Section  402(b)(21)of
the  Michigan  Code,  Section  49:3-  50(b)(9)of  the New Jersey  Code,  Section
359(f)(2)(d)  of the New York Code,  Rule .1211.of the North Carolina Code, Rule
0780-4-2-.11of the Tennessee Code, Section 109.13 of the Texas Code, Rule 21 VAC
5-40-120of  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 to make the Colorado Exemption include the following:
(i) 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 Illinois Exemption include the following:
(i) the  Company  filed a  completed  SEC  Form D with the  Illinois  Securities
Department of the Secretary of State;  and (ii) the Company paid an  appropriate
filing fee to the Illinois Securities Department.

     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.

                                        8

<PAGE>





     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.

     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 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.

     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 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  Tennessee  Exemption  include  the
following:  (i) the  Company  filed a  completed  SEC Form D with the  Tennessee
Division of Securities; (ii) the Form was filed not later than 15 days after the
first sale;  (iii) the Company  provided the Tennessee  Division of Securities 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 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.

                                        9

<PAGE>





     In June 2001, the Company  initiated an offering of 6,000,000  units,  each
unit  containing one (1) share of the Company's  Series A preferred  stock and a
warrant to purchase  one-half  (1/2) share of the  Company's  common stock at an
exercise  price  of  $1.25  per  share.   Each  subscriber  has  certain  demand
registration  rights.  The price per unit is $1.00  for any  subscription  up to
750,000 units and $0.75 for any subscription for 750,000 or more units. No units
have been sold to date. The Company has yet to file an amendment to its Articles
of  Incorporation  authorizing  the Series A  preferred  stock and  stating  the
powers, designations, preferences, privileges and relative rights. See Part III,
Item 12. "Certain Relationships and Related Transactions".

     In July 2001,  Samuel P.  Sirkis  resigned  as  President,  but  remained a
Director of the Company.  The  Company's  Board of  Directors  filled the vacant
positions of President and Chief Executive  Officer with Antonio Doria.  See art
I, Item 1. "Description of Business - (b) Business of Registrant - Employees and
Consultants";  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".

     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.

History

     Clements  Golden Phoenix  Enterprises,  Inc. trades on the Over The Counter
Bulletin  Board and is quoted under the symbol CGPE (prior to February  2001 the
Company's symbol was CPHX).  Clements is  headquartered  in Stuart,  Fl , in the
heart of the famed  Indian  River  citrus  growing  region,  which is  generally
considered to produce some of the best tasting oranges, and orange juice, in the
world.  Clements  has  spent  the last  three  years  favorably  organizing  and
developing a pathway into

                                       10

<PAGE>



opening  the  Chinese  citrus  market.  Clements  has played an integal  part in
actively   promoting   citrus  products  to  the  Chinese   market,   which  had
traditionally  been closed to the U.S. Clements is now actively  developing this
new export market.

     In 2000, the United States Congress passed legislation for Permanent Normal
Trade Relations (PNTR) with the Peoples Republic of China; and President Clinton
signed the PNTR bill into law. The advantages to the  normalization of the trade
between our two countries are numerous.  Standing out among these  advantages id
the  expected  dramatic  reduction  in import  tariffs  placed  on  agricultural
products  including  citrus fruit and juice products from the U.S. over the next
few years.

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 2000, CCSF renewed 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.
See Part I, Item 1.  "Description  of Business - Marketing  and  Distribution  -
Distribution".


                                       11

<PAGE>



     In February 2001,  CCSF signed an agreement with Golden Wing Mau Enterprise
Development  Co. Ltd. to act as the Import Agent for frozen  concentrated  fruit
juices and fresh  citrus  fruits for a one year period from the date of signing.
This  agreement will allow the Company to ship products to vendors who currently
do not have an Import License.

     In May 2001,  CCSF dissolved their  distribution  agreement with RutherSoft
due to non- performance relating to the distribution agreement written in May of
2000.

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 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

                                       12

<PAGE>



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_$197,381 and it is therefore  dependent
upon its capital  raising  activities.  Future revenues are expected to be based
upon the  distribution  arrangements it has entered into with Hongrun and Golden
Wing Mau Development Co. Ltd. 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  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

                                       13

<PAGE>



the market to Coca Cola and 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 seventeen  percent (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 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 sixty-six and seven tenths
percent  (66.7%) of Hong Kong's orange market in 1996,  and 85.6% in 1997.  U.S.
oranges hold  ninety-seven  percent (97%) and  ninety-five  percent (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  Guangzhou.  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  illegal  imports.  The  demand  for  oranges  alone  in the PRC is
projected to reach approximately $500 MM in the next three (3) years.

     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.

                                       14

<PAGE>





     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  small
shopping  markets in many of the major  cities in China.  The cost of a glass of
fresh  orange  juice  is  typically  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 Chinese.  Presently,
the average Chinese consumer has access to affordable tea products,  sodas, beer
and alcohol,  although  fruit juice is not available in most small stores and is
not  a  common  beverage.  Currently,  there  is no  commodity  in  the  Chinese
marketplace  identical to Clements  frozen  concentrate  orange juice.  However,
there are  several  products  of orange  flavored  drinks or orange  juice  with
additives  that can be considered  competitors.  Orange juice  products that are
currently being offered are typically  shipped in bulk to allow the receivers to
mix and reconstitute  themselves in China, where it is typically thinned out the
bulk  product with  additional  water and then add  beta-carotene  for color and
sugar for taste.

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

                                       15

<PAGE>



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.

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.

     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 2000, CCSF renewed 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 February 2001 the company  entered into an Import Agency  agreement with
Golden Wing Mau  Development  Co. Ltd. to act as its Import Agent for the period
of one year.

     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.

                                       16

<PAGE>



     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

     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.

                                       17

<PAGE>



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".

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.




                                       18

<PAGE>


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.

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.


                                       19

<PAGE>





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

     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.

                                       20

<PAGE>



     Additionally, the Company will rely heavily upon the efforts of its two (2)
current  distributors  (Maxrife  and  Hongrun)  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).

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.




                                       21

<PAGE>


Effect of Probable Governmental Regulation on the Business

     The United States Congress approved  legislation for Permanent Normal Trade
Relations  (PNTR)  with the  People's  Republic  of  China.  The  advantages  of
normalization  of trade between our two  countries  are  numerous.  Standing out
among  these  advantages  is the fact that the 36%  tariff  currently  placed on
certain  agricultural  products  from the US will be reduced to roughly 12% over
the next few years.

     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.

     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 2001, the Company expended no measurable amount on research
and development  efforts. At the current time, none of the costs associates with
research and development are borne directly by the customer; however there is no
guarantee  that such costs will not be borne by  customers in the future and, at
the current time,  the Company does not know the extent to which such costs will
be borne 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, 2001,  the Company  employed  five (5) 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.

                                       22

<PAGE>





     In July 2000,  the number of  directors of the Company was  increased  from
four (4) to (5) at a  meeting  of the  Board  of  Directors.  Subsequently,  the
directors  appointed  Samuel  P.  Sirkis to fill the  vacancy  and to serve as a
Director until the next annual meeting of the shareholders. At the same meeting,
Henry T.  Clements  resigned as  President  and also as Chairman of the Board of
Directors,  although he remained Chief Executive  Officer and also a Director of
the Company.  Joseph  Rizzuti  resigned as  Vice-President  and Treasurer of the
Company, but retained his position as Chief Operating Officer and was elected to
be  Chairman  of the Board of  Directors.  Samuel P.  Sirkis  was  elected to be
President of the  Company.  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".

     In August 2000,  the Company  entered  into an  employment  agreement  with
Samuel P. Sirkis to be President of the Company.  The term of the  agreement was
for a period  of two (2)  years.  The  Company  agreed  to pay a base  salary of
$75,000 per annum and a signing bonus of 200,000 shares of the Company's  common
stock. Mr. Sirkis has since resigned as President, but remains a Director of the
Company.  For such  offering the Company  relied upon the 506  Exemption and the
Florida  Exemption.  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".

     In August 2000,  the Company issued an additional  1,350,000  shares to the
original  owners  of CCSF pro  rata.  The  issuance  was to  remedy  an error in
calculation  made at the  time of the  share  exchange  agreement  conducted  in
December 1999. As part of such issuance,  Joseph Rizzuti,  the Company's current
Chairman and Chief Operating Officer, received 500,000 shares, Edward Sellian, a
beneficial  owner of more than ten percent (10%) of the  Company's  common stock
received 300,000 shares.  Bonnie K. Ludlum,  the Company's current Secretary and
Director,  received  75,000 shares.  John Samartine,  a current  Director of the
Company,  received 75,000 shares.  Henry "Skip"  Clements,  a current  Director,
received  225,000  shares.  For such  offering,  the Company relied upon the 506
Exemption  and  the  Florida  Exemption.  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".

     In September  2000,  CSF entered into a consulting  agreement  with Condor.
Condor provides consulting in connection with certain  import/export  activities
undertaken  by CCSF.  Condor  is CCSF's  exclusive  consultant  in the  People's
Republic of China,  Republic  of China,  Japan,  Republic  of the  Phillippines,
Republic of  Singapore,  Malaysia,  Kingdom of Thailand,  Republic of Indonesia,
Socialist Republic of Vietnam, Kingdom of Cambodia, Union of Burma, Lao People's
Democratic Republic,  Republic of India, Islamic Republic of Pakistan,  People's
Republic of Bangladesh,  Commonwealth  of Australia and New Zealand.  CCCSF must
pay Condor its hourly rates which range between $75 and $300. CCSF must also pay
Condor a monthly  retainer in the amount of $100,000,  which shall be applied to
such hourly fees and which unused amount shall rollover to subsequent months. In
the event CCSF terminates the contract prior to its second anniversary,  it must
pay Condor  $100,000 times the number of remaining  months.  Additionally,  CCSF
must pay to Condor an amount equal to five  percent  (5%) of its gross  revenues
derived from the sale of citrus products in the areas under contract.  CCSF also
granted Condor a warrant to purchase 100,000

                                       23

<PAGE>



shares of the  common  stock of the  Company at an  exercise  price of $2.00 per
share.  Such warrants have no expiration  date.  The warrants  carry full demand
registration rights. The term of the agreement is for a period of two (2) years.
For such  offering,  the  Company  relied  upon the 506  Exemption  and no state
exemption, as Condor is located in Washington D.C. In June, Condor suspended the
September  contract  alleging  breach  by  CCSF.  The  contract  has  yet  to be
reinstated.   See  Part  III,  Item  12.  "Certain   Relationships  and  Related
Transactions".

     In  September  2000,  the Company  executed a  promissory  note in favor of
Bonnie  K.  Ludlum,  the  Company's  current  Secretary  and a  Director  in the
principal  amount of $50,000.  The note had a term of thirty (30) days and bears
interest at a rate of ten  percent  (10%) per annum.  In July 2001,  the Company
received a demand letter from Ms.  Ludlum,  which  purported to  accelerate  the
terms of the note  making  all  amounts  thereunder  due and  payable.  For such
offering,  the Company relied upon the 506 Exemption and the Florida  Exemption.
See Part I, Item 6. "Management's Discussion and Analysis or Plan of Operation -
Financial  Condition,  Liquidity  and  Capital  Resources";  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".

     n October 2000,  CCSF,  renewed its contract with Hongrun.  CCSF  appointed
Hongrun its  exclusive  distributor  of its Clements  Brand Frozen  Concentrated
Fruit Juices in Tianjin, Dalian, Shenyang,  Chongqing, Wuhan and Taiyuan and its
non-exclusive  distributor in Beijing. In exchange for the appointment,  Hongrun
agreed to purchase  certain minimum  quantities of the frozen  concentrate  from
CCSF.  The contract term is for a period of one (1) year. See Part III, Item 12.
"Certain Relationships and Related Transactions".

     In December  2000,  the Company  retained  WSW to aid with  public/investor
relations.  A third party shareholder paid WSW 13,333 shares of the common stock
of the Company and the Company  issued an additional  13,333 shares of its stock
to Complete  Financial and  Operations  LLC in February 2001. For such offering,
the Company  relied upon the 506 Exemption and Section  11-51-  308(1)(p) of the
Colorado  Code.  See Part  III,  Item 12.  "Certain  Relationships  and  Related
Transactions".

     In January 2001, the Company  entered into a letter  agreement with Fechtor
to raise up to fifteen million dollars  ($15,000,000)  in a best efforts private
placement. In connection with such services, the Company agreed to pay Fechtor a
commission of five percent (5%) of the gross  proceeds of the private  placement
financing,  to issue  warrants to acquire the  Company's  common  stock equal to
seven  percent (7%) of the gross  proceeds of the financing  exercisable  at the
price  of the  underlying  common  stock  of the  financing  for a five (5) year
period,  to  conduct a one for four (1 for 4) reverse  stock  split on or before
February  15,  2001  and to  appoint  Mike  Reardon  to the  Company's  Board of
Directors.  The  agreement  had a term of one hundred  twenty  (120)  days.  The
agreement was terminated by Fechtor in May 2001. See Part III, Item 12. "Certain
Relationships and Related Transactions".

     In February  2001,  John  Samartine,  a current  Director  of the  Company,
returned  56,000  shares  of the  Company's  common  stock  to the  Company  for
cancellation.  The shares had been issued  erroneously  and were returned to the
Company's  authorized  but unissued  stock.  See Part III,  Item 10.  "Executive
Compensation - Employee Contracts and Agreements"; Part III, Item 11. "Security

                                       24

<PAGE>



Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

     In February 2001, the Company and Samuel P. Sirkis,  the Company's  current
President and Director,  agreed to amend Mr. Sirkis' employment  agreement dated
August 1, 2000. In connection with such amendment,  Mr. Sirkis tendered  800,000
shares of the Company's  Restricted common stock to the Company for cancellation
and return to the  Company's  authorized  but unissued  shares.  Mr.  Sirkis was
issued a warrant  dated  February  1,  2001 to  purchase  800,000  shares of the
Company's  common stock at an exercise  price of $0.50 per share for a period of
two (2) years. For such offering,  the Company relied upon the 506 Exemption and
the Florida Exemption. 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".

     In February 2001, the Company issued an additional  800,000 shares to Henry
T.  Clements,  a  current  Director.  The  issuance  was to  remedy  an error in
calculation  made at the  time of the  share  exchange  agreement  conducted  in
December 1999. For such offering,  the Company relied upon the 506 Exemption and
the Florida Exemption. 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".

     In February  2001,  CCSF entered into an import  agency  contract with Wing
Mau. CSF engaged  Wing Mau as its import agent in the Peoples  Republic of China
and the Special  Administrative  Region of Hong Kong of the Peoples  Republic of
China to handle the  importation  and customs  clearance  of CCSF's  products in
China and Hong Kong. For such services,  CCSF must pay Wing Mau two percent (2%)
of the gross value of CCSF's products handled by Wing Mau as import agent.  CCSF
agreed to establish a $30,000  letter of credit in favor of Wing Mau,  which may
only be drawn on under limited circumstances.  The term of the contract is for a
period of one (1) year.

     In April 2001, Gordon E. Hunt, a Director of the Company, resigned from the
Board of  Directors.  Although Mr. Hunt cited  internal  differences  within the
management of the Company as his reason for resigning,  he did not resign due to
a personal disagreement with the Company on any matter relating to the Company's
operations,  policies or practices and did not provide the Company with a letter
describing such disagreement nor request that the matter be disclosed.  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".

     In April  2001,  at a meeting  of the  Company's  Board of  Directors,  the
position of Chief Executive Officer was vacated.  Additionally,  the position of
Chief  Financial  Officer  was vacated and  Anne-Marie  Ludlum was  subsequently
appointed to fill the vacancy. 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".



                                       25

<PAGE>



     In July 2001,  Samuel P.  Sirkis  resigned  as  President,  but  remained a
Director of the Company.  The  Company's  Board of  Directors  filled the vacant
positions of President and Chief Executive  Officer with Antonio Doria. 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".

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
automobiles,  computer equipment,  furniture and fixtures, with an original cost
of $117,912.

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, 2001, covered by this report.

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

     Shares of the  Company's  common  stock are quoted on the Over the  Counter
Bulletin Board ("OTCBB").

     The shares  quoted are subject to the  provisions of Section 15(g) and Rule
15g-9 of the  Securities  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

                                       26

<PAGE>



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.  Trading
in  the  shares  is  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.

     As of July 16,  2001,  there were 199  holders of record of the  Company's
common stock.

     As of July 16,  2001,  the  Company had  7,214,241  shares of its common
stock issued and  outstanding,  5,525,892  of which are restricted Rule 144
shares  and  1,688,349  of which are  free-trading.  Of the Rule 144  shares,
4,165,188  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.

Item 6. Management's Discussion and Analysis

     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 recently begun shipping its citrus products to
China. For the fiscal year ended March 31, 2001, the Company generated  $197,381
revenues  and  had a net  loss  of  $2,896,149.  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.

                                       27

<PAGE>



     In May 2000,  the Company  shipped its first  citrus  products  directly to
mainland  China.  The Company has since  shipped five (5)  containers  of frozen
concentrate  orange  juice  and  fresh  oranges  to China  and  plans to ship an
additional  thirty-eight  (38) containers of various citrus products to China by
the end of 2001.

     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.

Results of Operations -  For the Year Ended March 31, 2001, 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 year ended March 31, 2001,  for the three
months ended March 31, 2000 and for the year ended December 31, 1999.

Revenues

     Revenues  for the  twelve  (12)  month  period  ended  March 31,  2001 were
$197,381.

Administrative Expenses

     Administrative  Expenses for the three (3) months ended March 31, 2000 were
$742,231  versus  $2,620,382  for the year ended  March 31,  2001.  Net loss was
$2,896,149 and $880,085 respectively.

Assets and Liabilities

     Assets were  $186,862 as of March 31,  2001,  and  $456,706 as of March 31,
2000. As of March 31, 2001,  assets consisted  primarily of cash and equivalents
and prepaid consulting and marketing, property, equipment and inventory with
a combined net book value of $172,960. As of

                                       28

<PAGE>



March  31,  2000,  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  $2,773,739 and $1,689,013 as of March 31,
2001 and March 31, 2000 respectively.  Both as of March 31, 2000 and as of March
31, 2001,  liabilities  consisted  primarily of loans  payable to  shareholders,
investors and/or employees of the Company.

Stockholders' Equity

     Stockholders' equity was 2,586,877 as of March 31, 2001 and 1,173,920 as of
March 31, 2000.

Financial Condition, Liquidity and Capital Resources

     At March 31, 2001 the Company had cash and cash  equivalents  of $12,787 as
compared to $240,451 at March 31, 2000.

     In March 2000, the Company  executed a convertible  note in favor of Philip
Taurisano in the principal  amount of $100,000.  The note is  convertible at the
option of the holder to shares of the  Company's  restricted  common  stock at a
conversion price of $3.00 per share. The note bears interest at a rate of twelve
percent  (12%)  per annum and  matured  one (1) year from its date of  issuance.
Since maturity, Mr. Taurisano has made written demand for all monies due and has
allegedly  accelerted all amounts due thereunder.For such offering,  the Company
relied upon the 506 Exemption and Section 359(f)(2)(d) of the New York Code. See
Part III, Item 12."Certain Relationships and Related Transactions".

     In  September  2000,  the Company  executed a  promissory  note in favor of
Bonnie  K.  Ludlum,  the  Company's  current  Secretary  and a  Director  in the
principal  amount of $50,000.  The note had a term of thirty (30) days and bears
interest at a rate of ten  percent  (10%) per annum.  In July 2001,  the Company
received a demand letter from Ms.  Ludlum,  which  purported to  accelerate  the
terms of the note  making  all  amounts  thereunder  due and  payable.  For such
offering,  the Company relied upon the 506 Exemption and the Florida  Exemption.
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".

     In October 2000,  Ranger Cranberry  Company  converted its convertible note
dated  January 13, 2000 in the  principal  amount of $93,750 and interest in the
amount of $5,763.70 to 132,684 shares of the Company's  restricted common stock.
The  conversion  price,  which was adjusted to account for the two (2) splits of
the Company's  common stock,  was $0.75.  For such offering,  the Company relied
upon the 506 Exemption and Section  551.29(2) of the  Wisconsin  Code.  See Part
III, Item 12. "Certain Relationships and Related Transactions".

     In October 2000, the Company executed a convertible note in favor of Philip
Taurisano in the principal  amount of $150,000.  The note is  convertible at the
option of the holder to shares of the  Company's  restricted  common  stock at a
conversion price of $1.00 per share. The note bears interest at a rate of twelve
percent (12%) per annum and matures one (1) year from its date of issuance.  For
such   offering,   the  Company  relied  upon  the  506  Exemption  and  Section
359(f)(2)(d) of the New York Code. See Part III, Item 12. "Certain Relationships
and Related Transactions".

     In November 2000, Bassuener Cranberry  Corporation  converted a convertible
note dated January 13, 2000 in the  principal  amount of $31,250 and interest in
the amount of  $2,239.72 to 44,652  shares of the  Company's  restricted  common
stock.  The  conversion  price,  which was  adjusted  to account for the two (2)
splits of the Company's common stock, was $0.75. For such offering,  the Company
relied upon the 506 Exemption and Section  551.29(2) of the Wisconsin  Code. See
Part III, Item 12. "Certain Relationships and Related Transactions".


                                       29

<PAGE>



     In December 2000, the Company executed a convertible note in favor of James
E. Groat in the principal amount of $250,000.  The note bears interest at a rate
of eleven percent (11%) per annum and matures in October 2001. It is convertible
to  shares  of the  Company's  restricted  common  stock at a price of $0.75 per
share. Warrants to purchase an additional 25,000 shares were issued to Mr. Groat
with an  exercise  price of $2.00 per share for a period of two (2)  years.  The
Company also issued Mr. Groat 5,000 shares of its restricted  common stock.  For
such  offering,  the  Company  relied  upon the 506  Exemption  and the  Florida
Exemption.   See  Part  III,  Item  12.  "Certain   Relationships   and  Related
Transactions".

     In February 2001, the Company executed a promissory note in favor of Donald
H. Sturm in the principal  amount of $100,000,  payable  thirty-three  (33) days
from its date of issuance.  The note bears  interest at a rate of eleven percent
(11%) per annum. The principal amount has been repaid,  although the interest is
still  outstanding.  Additionally,  the  Company  issued  5,000  shares  of  its
restricted common stock to Donald H. Sturm in connection with the note. For such
offering,  the Company relied upon the 506 Exemption and the Florida  Exemption.
See Part III, Item 12. "Certain Relationships and Related Transactions".

     In May 2001,  the Company  received a demand  letter from Philip  Taurisano
pursuant to a promissory  note dated October 2000.  Mr.  Taurisano  alleged that
principal and interest  payments in the amount of $114,947.42  were not paid. He
purported to accelerate  all amounts due under the note.  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.

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.




                                       30

<PAGE>


Item 7. Financial Statements

     The  Company's  financial  statements  have  been  examined  to the  extent
indicated in their reports by Kaufman  Rossin & Co., 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 Kaufman  Rossin & Co., P.A.  since  December 2000.
Their address is 2699 South Bayshore Drive, Miami, FL 33133. Prior to that time,
the Company had engaged the firm of Joan Staley C.P.A.,  P.A. as its independent
auditor until it resigned in December 2000. The  resignation  was not due to any
disagreement  with  the  Company  on any  matter  of  accounting  principles  or
practices, financial statement disclosure or auditing scope or procedure.




                                       31

<PAGE>


                                                         CLEMENTS GOLDEN PHOENIX

                                                ENTERPRISES, INC. AND SUBSIDIARY

                                                            FINANCIAL STATEMENTS

                                                         MARCH 31, 2001 AND 2000



<PAGE>


C O N T E N T S
                                                                            Page
--------------------------------------------------------------------------------

INDEPENDENT AUDITORS' REPORTS                                               F-1

CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheet                                                      F-3

         Statements of Operations                                           F-4

         Statements of Deficiency in Assets                                 F-5

         Statements of Cash Flows                                           F-6

         Notes to Consolidated Financial Statements                         F-7




<PAGE>



INDEPENDENT AUDITORS' REPORT
-------------------------------------------------------------------------------


Board of Directors and Stockholders
Clements Golden Phoenix Enterprises, Inc.
Stuart, Florida


We have audited the accompanying  consolidated  balance sheet of Clements Golden
Phoenix  Enterprises,  Inc. and  Subsidiary as of March 31, 2001 and the related
consolidated  statements of operations,  deficiency in assets and cash flows for
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 conducted our audit in accordance with auditing standards  generally accepted
in the United States. 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 Subsidiary as of March 31, 2001, and the results
of their  operations and their cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As more fully  described in
Note 2, the Company has sustained  operating losses and negative cash flows from
operations, has a working capital deficiency of approximately $2,650,000 and has
experienced  difficulties  meeting its  obligations  as they  become due.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 2. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.



/s/ Kaufman, Rossin & Co.
KAUFMAN, ROSSIN & CO., PA

Miami, Florida
June 20, 2001


                                      F-1

<PAGE>

                          Independent Auditors' Report



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

We have audited the accompanying consolidated statements of operations,  changes
in  stockholders'  equity,  and cash flows for the three  months ended March 31,
2000  and  the  year  ended  December  31,  1999,  of  Clements  Golden  Phoenix
Enterprises,  Inc., and its subsidiary.  These statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these  statements  based on our audit. We conducted 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 statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management,  as well as evaluating  the overall  statement  presentation.  We
believe that our audit provides a reasonable basis for our opinion.

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

The accompanying  consolidated  statements have been prepared  assuming that the
Company will continue as a going concern. The company has experienced a loss for
the three months ended March 31, 2000, and the year ended December 31, 1999. The
Company's  operating  results  raise  substantial  doubt  about its  ability  to
continue as a going concern.  The 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

                                      F-2

<PAGE>



<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 2001


ASSETS
------------------------------------------------------------------------------- --------------------
<S>                                                                             <C>
CURRENT ASSETS
     Cash and cash equivalents                                                  $            12,787
     Accounts receivable                                                                      5,500
     Inventory                                                                               20,401
     Prepaid consulting fees                                                                 48,147
     Loans and accrued interest receivable from former officer, net of
         allowance of $116,716                                                                    -
     Prepaid expenses                                                                         7,642
------------------------------------------------------------------------------- --------------------
         Total current assets                                                                94,477

PROPERTY AND EQUIPMENT, NET                                                                  91,625

OTHER ASSETS                                                                                    760
------------------------------------------------------------------------------- --------------------

         TOTAL ASSETS                                                           $           186,862
------------------------------------------------------------------------------- --------------------

LIABILITIES AND DEFICIENCY IN ASSETS
------------------------------------------------------------------------------- --------------------

CURRENT LIABILITIES
     Current portion of long-term debt                                          $            25,318
     Accounts payable                                                                       234,162
     Accrued expenses                                                                       105,697
     Accrued interest payable - stockholders                                                272,758
     Convertible notes payable                                                              500,000
     Loans payable - stockholders                                                         1,608,433
------------------------------------------------------------------------------- --------------------
         Total current liabilities

LONG-TERM DEBT, net of current portion                                                       27,371
------------------------------------------------------------------------------- --------------------

         TOTAL LIABILITIES                                                                2,773,739
------------------------------------------------------------------------------- --------------------

DEFICIENCY IN ASSETS
     Common stock, $.001 par value; 50,000,000 shares authorized; 7,214,201
         shares issued and outstanding                                                        7,214
     Additional paid-in capital                                                           3,571,311
     Accumulated deficit                                                                 (6,165,402)
------------------------------------------------------------------------------- --------------------
         Total deficiency in assets                                                      (2,586,877)
------------------------------------------------------------------------------- --------------------

         TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                             $           186,862
------------------------------------------------------------------------------- --------------------
</TABLE>


                             See accompanying notes.

                                       F-3


<PAGE>

<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2001, THE THREE MONTH PERIOD ENDED MARCH 31, 2000
AND THE YEAR ENDED DECEMBER 31, 1999

                                                   Year Ended March   Three Months Ended       Year Ended
                                                      31, 2001          March 31, 2000      December 31, 1999
-----------------------------------------------   ------------------- ------------------- ------------------------
<S>                                               <C>                 <C>                 <C>
REVENUE                                              $    197,381       $            -       $       66,530

COST OF GOODS SOLD                                        257,495               98,374                2,109
-----------------------------------------------   ------------------- ------------------- ------------------------

GROSS PROFIT                                      (        60,114)     (        98,374)              64,421
-----------------------------------------------   ------------------- ------------------- ------------------------

OPERATING EXPENSES
     Bad debts - former officer                           116,716                    -                    -
     Consulting fees                                      794,067                    -               19,200
     Legal and accounting fees                            241,179               34,178               21,066
     Market research and development                      541,950              531,220              710,826
     Salaries                                             479,427               97,785               17,243
     Selling, general and administrative                  447,043               79,048              326,593
-----------------------------------------------   ------------------- ------------------- ------------------------
         Total operating expenses                       2,620,382              742,231            1,094,928
-----------------------------------------------   ------------------- ------------------- ------------------------

LOSS BEFORE OTHER INCOME (EXPENSE)                (     2,680,496)     (       840,605)    (      1,030,507)
-----------------------------------------------   ------------------- ------------------- ------------------------

OTHER INCOME (EXPENSE)
     Interest income                                        8,746                1,756                4,445
     Interest expense                             (       224,399)     (        41,236)    (        115,215)
-----------------------------------------------   ------------------- ------------------- ------------------------
         Total other income (expense)             (       215,653)     (        39,480)    (        110,770)
-----------------------------------------------   ------------------- ------------------- ------------------------

NET LOSS                                          (  $  2,896,149)     (  $    880,085)    (  $   1,141,277)
-----------------------------------------------   ------------------- ------------------- -----------------------

NET LOSS PER COMMON SHARE - BASIC AND DILUTED     (  $       0.45)     (  $       0.17)    (  $        0.23)
-----------------------------------------------   ------------------- ------------------- -----------------------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING           6,378,599            5,205,000            5,000,000
-----------------------------------------------   ------------------- ------------------- -----------------------
</TABLE>

                             See accompanying notes.

                                        F-4


<PAGE>


<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF DEFICIENCY IN ASSETS
FOR THE YEAR ENDED MARCH 31, 2001, THE THREE MONTH PERIOD ENDED MARCH 31, 2000
AND THE YEAR ENDED DECEMBER 31, 1999

                                                                    Common Stock
                                                        ------------------------------    Additional    Accumulated
                                                            Shares        Par Value    Paid-In Capital    Deficit         Total
------------------------------------------------------- --------------- -------------- --------------- -------------- --------------
<S>                                                     <C>             <C>            <C>             <C>            <C>
Balances, January 1, 1999                                     100,000    $        100  $      804,159  ($  1,247,891) ($    443,632)
Clements Citrus Sales stock                             (     100,000)  (         100)              -              -  (         100)
Sale of common stock                                        5,000,000           5,000          52,471              -         57,471
Net loss                                                            -               -               -  (   1,141,277) (   1,141,277)
------------------------------------------------------- --------------- -------------- --------------- -------------- --------------
Balances, December 31, 1999                                 5,000,000           5,000         856,630  (   2,389,168) (   1,527,538)
Sale of common stock                                          410,000             410       1,233,293              -      1,233,703
Net loss                                                            -               -               -  (     880,085) (     880,085)
------------------------------------------------------- --------------- -------------- --------------- -------------- --------------
Balances, March 31, 2000                                    5,410,000           5,410       2,089,923  (   3,269,253) (   1,173,920)
Sale of common stock                                          204,034             204         972,896              -        973,100
Common stock issued related to share exchange agreement     1,550,000           1,550          13,450              -         15,000
Common stock issued for consulting services                     3,333               3          23,343              -         23,346
Common stock issued in connection with execution of
     convertible notes payable                                  2,500               3           9,802              -          9,805
Conversion of debt to common stock                             44,334              44         132,960              -        133,004
Warrants issued for compensation                                    -               -         125,000              -        125,000
Warrants issued for consulting services                             -               -         176,532              -        176,532
Warrants issued in connection with execution of
  convertible notes payable                                         -               -          27,405              -         27,405
Net loss                                                            -               -               -  (   2,896,149) (   2,896,149)
-------------------------------------------------------- -------------- -------------- --------------- -------------- --------------

Balances, March 31, 2001                                    7,214,201    $      7,214  $    3,571,311  ($  6,165,402) ($  2,586,877)
-------------------------------------------------------- -------------- -------------- --------------- -------------- --------------
</TABLE>

All stock  information  has been  adjusted to give  effect to the 2-for-1  stock
splits in  September  and October  2000 and the 1-for-4  reverse  stock split in
March 2001.


                             See accompanying notes.

                                       F-5


<PAGE>


<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 2001, THE THREE MONTH PERIOD ENDED MARCH 31, 2000
AND THE YEAR ENDED DECEMBER 31, 1999


                                                            Year Ended March    Three Months Ended   Year Ended
                                                                 31, 2001         March 31, 2000     December 31, 1999
----------------------------------------------------------- ------------------- ------------------- -------------------
<S>                                                         <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                ( $    2,896,149)   ( $      880,085)   ( $    1,141,277)
----------------------------------------------------------- ------------------- ------------------- -------------------
Adjustment to reconcile net loss to net
cash used in operating activities:
       Depreciation                                                   20,328               2,137               2,029
       Bad debts - trade                                              29,507                   -                   -
       Bad debts - former officer                                    116,716                   -                   -
       Common stock issued for consulting services                    23,346                   -                   -
       Common stock issued for interest                                9,806                   -                   -
       Warrants issued for compensation                              125,000                   -                   -
       Warrants issued for consulting services                       176,532                   -                   -
       Warrants issued for interest                                   27,405                   -                   -
       Changes in operating assets and liabilities:
          Increase in accounts receivable                   (         35,007)                  -                   -
          Increase in interest receivable                   (          2,559)   (          1,239)   (          4,445)
          Decrease (increase) in prepaid consulting fees              54,853    (        103,000)                  -
          Increase in prepaid expenses                      (          7,642)                  -    (          9,480)
          Decrease (increase) in inventory                             7,352               2,965    (         30,718)
          Increase (decrease) in accounts payable                    105,077    (         45,374)            174,496
          Increase in accrued expenses                                83,687              19,012               2,997
          Increase (decrease) in accrued interest payable            176,982    (         34,616)             92,527
----------------------------------------------------------- ------------------- ------------------- -------------------
              Total adjustments                                      911,383    (        160,115)            227,406
----------------------------------------------------------- ------------------- ------------------- -------------------
                Net cash used in operating activities       (      1,984,766)   (      1,040,200)   (        913,871)
----------------------------------------------------------- ------------------- ------------------- -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                    (         46,943)   (         58,312)   (          5,490)
    Decrease in other assets                                          27,979                   -                   -
----------------------------------------------------------- ------------------- ------------------- -------------------
                Net cash used in investing activities       (         18,964)   (         58,312)   (          5,490)
----------------------------------------------------------- ------------------- ------------------- -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Loans (to) from officer                                 (         37,554)   (         14,440)              7,500
    Proceeds from convertible notes                                  600,000             125,000                   -
    Principal payments of convertible notes payable         (        100,000)                  -                   -
    Proceeds from subscription deposit, net                 (          3,100)              3,100                   -
    Proceeds from long-term borrowings                                38,229              38,229                   -
    Principal payments of long-term debt                    (         23,769)                  -                   -
    Proceeds from stockholder loans                                1,276,952                   -             857,235
    Principal payments of stockholder loan                  (        947,792)   (         57,125)                  -
    Proceeds from issuance of common stock                           973,100           1,233,704              63,720
----------------------------------------------------------- ------------------- ------------------- -------------------
                Net cash provided by financing activities          1,776,066           1,328,468             928,455
----------------------------------------------------------- ------------------- ------------------- -------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        (        227,664)            229,956               9,094

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                      240,451              10,495               1,401
----------------------------------------------------------- ------------------- ------------------- -------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                     $       12,787      $      240,451      $       10,495
----------------------------------------------------------- ------------------- ------------------- -------------------

Supplemental Disclosure:

    Cash paid for interest                                    $        7,001      $            -      $
----------------------------------------------------------- ------------------- ------------------- -------------------

Supplemental Disclosure of Non-Cash Investing and
     Financing Activities:

Common stock issued in connection with conversion of
debt and accrued interest                                     $      133,004      $            -      $

----------------------------------------------------------- ------------------- ------------------- -------------------
</TABLE>

                             See accompanying notes.

                                       F-6


<PAGE>



CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------


Organization and Capitalization

Clements  Golden  Phoenix  Enterprises,  Inc.  (the Parent)  acquired all of the
outstanding  shares of common stock of Clements  Citrus  Sales of Florida,  Inc.
(the Subsidiary) on December 31, 1999.

Consolidation

The consolidated financial statements include the accounts of the Parent and the
Subsidiary (the Company). All significant intercompany balances and transactions
have been eliminated in consolidation.

Nature of Operations

The Company  operates as a Florida  corporation  with a goal of  developing  the
China market which has just been opened 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 has shipped  fresh citrus from the current  citrus season and in the
next citrus  season  expects to continue to ship fresh fruit.  In addition,  the
Company  expects to continue to develop  their Brand name of citrus  concentrate
juice to China and Southeast Asia.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Segment Reporting

The Company applies Financial Accounting Standards Boards ("FASB") statement No.
131, "Disclosure about Segments of an Enterprise and Related  Information".  The
Company has considered  its operations and has determined  that it operates in a
single operating  segment for purposes of presenting  financial  information and
evaluating  performance.  As such, the accompanying financial statements present
information in a format that is consistent with the financial  information  used
by  management  for  internal  use.  During  the  year  ended  March  31,  2001,
substantially all revenue earned by the Company were derived from sles to China.
Three Customers represent 45%, 30% and 23%, respectively, of the revenue for the
year ended March 31, 2001.


                                      F-7


<PAGE>


--------------------------------------------------------------------------------
NOTE 1.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers short-term,
highly liquid  investments with purchased  maturities of three months or less to
be cash and cash equivalents.

Property and Equipment

Property and equipment are recorded at cost.  Expenditures for major betterments
and additions are charged to the asset accounts, while replacements, repairs and
maintenance  which do not extend the lives of the respective  assets are charged
to  expense   currently.   Depreciation  of  equipment  is  computed  using  the
straight-line  method.  The rate is based on the  estimated  useful  life of the
assets ranging from 5 to 7 years.

Inventory

Inventory  consists  of  frozen  orange  juice  concentrate  held  for  sale  to
customers,  and is stated at the lower of cost or market,  cost being determined
on the first-in, first-out (FIFO) basis.

Fair Value of Financial Instruments

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value of Financial  Instruments"  requires that the Company  disclose  estimated
fair values for its financial instruments. The following methods and assumptions
were  used by the  Company  in  estimating  the  fair  values  of each  class of
financial instruments disclosed herein:

Cash and cash equivalents - The carrying amount  approximates fair value because
of the short maturity of those instruments.

Loans  and notes  payable,  long-term  debt - The fair  value of loans and notes
payable and long-term debt are estimated  using  discounted  cash flows analyses
based  on the  Company's  incremental  borrowing  rates  for  similar  types  of
borrowing  arrangements.  At March 31,  2001,  the fair values  approximate  the
carrying values.

Stock-Based Compensation

The Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
"Accounting   For  Stock  Issued  To  Employees"   (APB  No.  25),  and  related
interpretations,  in  accounting  for its  employee  stock  options and warrants
rather  than the  alternative  fair value  accounting  allowed by SFAS No.  123,
"Accounting  For  Stock-Based  Compensation".  APB  No.  25  provides  that  the
compensation  expense  relative  to the  Company's  employee  stock  options and
warrants is measured based on the intrinsic value of the stock option.  SFAS No.
123 requires companies that continue to follow APB No. 25 to provide a pro-forma
disclosure of the impact of applying the fair value method of SFAS No. 123.

                                      F-8



<PAGE>


--------------------------------------------------------------------------------
NOTE 1.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Income Taxes

The Company accounts for income taxes using SFAS No. 109, "Accounting for Income
Taxes",  which requires  recognition of deferred tax  liabilities and assets for
expected  future  tax  consequences  of events  that have been  included  in the
financial statements or tax returns. Under this method, deferred tax liabilities
and  assets  are  determined  based  on the  difference  between  the  financial
statement  and tax bases of assets and  liabilities  using  enacted tax rates in
effect for the year in which the differences are expected to reverse.

Prior to being acquired by the Parent on December 31, 1999 the Subsidiary,  with
the consent of its stockholders,  had elected under the Internal Revenue Code to
be an S corporation. In lieu of corporation income taxes, the stockholders 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.

Net Income (Loss) Per Share

The  Company  applies  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings Per Share" (FAS 128) which  requires dual  presentation  of net income
per share; Basic and Diluted.  Basic earnings (loss) per share is computed using
the weighted  average  number of common  shares  outstanding  during the period.
Diluted  earnings (loss) per share is computed using the weighted average number
of common shares  outstanding  during the period adjusted for incremental shares
attributed  to  outstanding  options and  warrants to purchase  shares of common
stock.

The  Company's   potentially   issuable  shares  of  common  stock  pursuant  to
outstanding  stock options and warrants are excluded from the Company's  diluted
computation as their effect would be anti-dilutive.

Recent Accounting Pronouncements

In June 1999,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 137, Accounting for Derivative  Instruments
and Hedging  Activities-Deferral of the Effective Date of FASB Statement No. 133
(an  amendment  of  FASB  Statement  No.  133).  Under  the  provisions  of this
statement, the effective date of Statement of Financial Accounting Standards No.
133,  Accounting for Derivative  Instruments and Hedging  Activities  ("SFAS No.
133"),  is deferred to fiscal years  beginning  after June 15, 2000. The Company
has determined  that the impact of adopting SFAS No. 133 will not be material to
its consolidated financial statements.

Staff Accounting Bulletin No. 101, Revenue Recognition in Financial  Statements,
("SAB 101") issued by the Securities and Exchange  Commission,  became effective
beginning the third  quarter of the Company's  fiscal year ended March 31, 2001.
SAB 101 had no material impact on the Company's revenue recognition policies.

                                      F-9



<PAGE>


--------------------------------------------------------------------------------
NOTE 1.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Reclassifications

Certain  items in the three  month  period  ended  March 31, 2000 and year ended
December  31, 1999 have been  reclassified  to conform with year ended March 31,
2001  classifications.  Such  reclassifications  had no effect on  reported  net
income.


NOTE 2.           GOING CONCERN CONSIDERATIONS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

During 2000, and continuing in 2001, the Company  experienced,  and continues to
experience,  certain cash flow problems and has, from time to time,  experienced
difficulties  meeting its  obligations  as they become due. As  reflected in the
consolidated  financial  statements,  the  Company  has  incurred  net losses of
approximately  $2,900,000 in the year ended March 31, 2001,  and as of March 31,
2001, the Company's  consolidated  financial position reflects a working capital
deficiency of approximately $2,650,000.  Management's plans with regard to these
matters encompass the following actions:

Liquidity

1.   Financing from Third Party Sources

In 2001 the Company plans to continue its equity  fundraising  efforts and is in
the process of completing a private  placement  with an investment  banker under
which the Company is  attempting  to raise  $2,000,000 in exchange for shares of
the Company's common stock.

2.   Financing from Private Loans

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

Profitability

1.   Business Plan

The Company has formulated,  and is in the process of implementing,  a strategic
plan focussed on business development in terms of increased revenues and reduced
operating expenses. The key elements of the plan include the following:

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

                                      F-10

<PAGE>


--------------------------------------------------------------------------------
NOTE 2.           GOING CONCERN CONSIDERATIONS (Continued)
--------------------------------------------------------------------------------

2.   Improvement in Operational Costs

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


NOTE 3.           PROPERTY AND EQUIPMENT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<S>                                                                 <C>
Office equipment                                                    $       25,437
Furniture and fixtures                                                       3,649
Transportation equipment                                                    88,826
----------------------------------------------------------------- ---------------------

Less accumulated depreciation                                               26,287
----------------------------------------------------------------- ---------------------

                                                                    $       91,625
----------------------------------------------------------------- ---------------------

Depreciation expense for the year ended March 31, 2001, the
three months ended March 31, 2000 and the year ended December
31, 1999 was $20,328, $2,137 and $2,029, respectively.
</TABLE>


NOTE 4.           LOANS AND ACCRUED INTEREST RECEIVABLE FROM OFFICER
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Loan  and  accrued  interest  receivable  from  officer  is  comprised  of funds
disbursed  to or on behalf of a officer for various  personal  expenditures.  In
July 2000, the Company began  withholding  from the  stockholder's  wages to pay
back the loans. The loans bear interest at 8 1/2% per annum. Subsequent to March
31,  2001,  the  officer  was  terminated  and  management   believes  there  is
significant  uncertainty regarding  recoverability.  Accordingly,  the loans and
related accrued interest have been fully reserved for at March 31, 2001.

NOTE 5.           CONVERTIBLE NOTES PAYABLE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

At March 31, 2001, convertible notes payable consisted of the following:

o    $100,000 note to a stockholder dated August 14, 2000. Interest accrues at a
     rate of 12% per annum on the unpaid principal balance and is due quarterly.
     The unpaid  principal and accrued  interest may be converted into shares of
     the restricted common stock of the company at the option of the payee on or
     before January 13, 2003. If not converted, the unpaid principal and accrued
     interest shall be due on the maturity date.


                                      F-11


<PAGE>


--------------------------------------------------------------------------------
NOTE 5.  CONVERTIBLE NOTES PAYABLE (Continued)
--------------------------------------------------------------------------------

o    $150,000 note to a stockholder dated October 19, 2000.  Interest accrues at
     a  rate  of 12%  per  annum  on the  unpaid  principal  balance  and is due
     quarterly.  The unpaid  principal and accrued  interest  could be converted
     into share os the  restricted  common stock of the company at the option of
     the payee on or before  October  19,  2001.  If not  converted,  the unpaid
     principal and accrued interest would be due on October 19, 2001.

o    $250,000 note dated December 11, 2000 to a stockholder. Interest accrues at
     a rate of 11% per annum on the unpaid principal balance and is due on April
     10, 2001. The unpaid  principal and accrued  interest may be converted into
     shares of the  restricted  common stock of the company at the option of the
     payee on or before April 10, 2001. If not converted,  the unpaid  principal
     and accrued  interest shall be due on on April 10, 2001. In connection with
     this note, the Company issued the note holder 1,250 shares of the Company's
     restricted common stock and warrants to purchase 6,250 additional shares of
     the Company's restricted common stock.

On October 17, 2000 and November 17, 2000, two convertible notes and the related
accrued interest aggregating  approximately  $133,000 were converted into 44,334
shares of the Company's restricted common stock.

During  March 2001,  a  short-term  convertible  note  payable was  executed for
$100,000. The unpaid principal and accrued interest were due on demand and could
also be converted into shares of the  restricted  common stock of the Company at
the option of the note holder at any time.  In  connection  with this note,  the
Company issued the note holder 1,250 shares of the Company's  restricted  common
stock. This note was repaid prior to March 31, 2001.


NOTE 6.           LOANS PAYABLE - STOCKHOLDERS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Certain  stockholders  have  advanced  funds to the company for working  capital
purposes.  These advances are evidenced by promissory notes with stated interest
rates of 12% per annum.  The  principal  and  accrued  interest  are  payable on
demand.


NOTE 7.           LONG-TERM DEBT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Long-term  debt at March 31, 2001  consisted of two  promissory  notes  totaling
$52,689  collateralized  by the  Company's  transportation  equipment.  Interest
accrues  at a rate of  7.99%  per  annum on the  unpaid  principal  balance  and
principal  and interest  payments of  approximately  $2,400 are payable  monthly
through February 28, 2003 and $1,200 thereafter through April 5, 2003. Principal
payments on the notes  payable will be $25,318 for 2002,  $26,095 for 2003,  and
$1,276 for 2004.

                                      F-12



<PAGE>



NOTE 8.           COMMON STOCK
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Stock Issued in Reverse Merger

In August 2000 and February 2001, the Company issued an additional 1,350,000 and
200,000 shares,  respectively,  to the original  owners of the Company's  wholly
owned  subsidiary in order to remedy an error in calculation made at the time of
the share exchange agreement consummated in December 1999.

Stock Splits

The company  authorized  stock splits at a ratio of two-for-one for stockholders
of record on August 25, 2000 and September 29, 2000 and a reverse stock split at
a ratio of one-for-four  for  stockholders of record on March 2, 2001. All stock
information has been adjusted to give effect to these stock splits.


NOTE 9.           STOCK OPTIONS AND WARRANTS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

The Company  applies APB Opinion 25,  "Accounting for Stock Issued to Employees"
and related  interpretations  in accounting  for options and warrants  issued to
employees.  Compensation  cost for stock options and warrants is measured as the
market price of the Company's common stock at the date of grant, or agreement in
principle  to grant the  option or  warrant,  if  earlier,  over the  amount the
recipient must pay to acquire the common stock.

Statement of Financial Accounting Standards No. 123 (SFAS 123),  "Accounting for
Stock-Based Compensation", requires the Company to provide pro forma information
regarding  net income and  earnings  per share as if  compensation  cost for the
Company's  employee stock options and warrants has been determined in accordance
with the fair value based method prescribed in SFAS 123.

The  Company  estimates  the fair value of each stock  option and warrant at the
grant date by using the  Black-Scholes  option-pricing  model with the following
weighted-average  assumptions  used for grants in fiscal year 2001:  no dividend
yield; an expected life of three to five years;  100% expected  volatility and a
5.34% risk free interest rate.

The option and warrant  valuation  model was developed for use in estimating the
fair value of traded  options and warrants,  which have no vesting  restrictions
and are fully transferable.  In addition,  valuation models require the input of
highly subjective assumptions including the expected price volatility. Since the
Company's  stock  options  and  warrants  have   characteristics   significantly
different from those of traded options and warrants, and since variations in the
subjective input assumptions can materially affect the fair value estimate,  the
actual results can vary significantly from estimated results.


                                      F-13


<PAGE>


--------------------------------------------------------------------------------
NOTE 9.           STOCK OPTIONS AND WARRANTS (Continued)
--------------------------------------------------------------------------------

The following table summarizes the pro forma consolidated  results of operations
of the Company as though the fair value based accounting  method in SFAS 123 had
been used in accounting for stock options and warrants.

<TABLE>
<S>                  <C>                   <C>                   <C>
                       Year Ended March     Three Months Ended   Year Ended December
                           31, 2001           March 30, 2000           31, 1999
-------------------- --------------------- --------------------- ---------------------

Net loss             ($     3,084,029)     ($       880,085)     ($     1,141,277)
Net loss per share   ($          0.48)     ($          0.17)     ($          0.23)
</TABLE>

For the year ended March 31, 2001,  the three month period ended March 31, 2000
and the year ended  December 31, 1999,  compensation  costs  related to warrants
amounted to $125,000, $0 and $0, respectively.

A summary of the status of warrants  granted to  employees  as of March 31, 2001
and changes during the year then ended is presented below:

<TABLE>
<S>                                 <C>                   <C>
                                                            Weighted Average
                                           Shares            Exercise Price
----------------------------------- --------------------- ---------------------

Balance at beginning of year                       -        $            -

Warrants granted                             200,000                  2.00
Warrants exercised                                 -                     -
Warrants expired                                   -                     -
----------------------------------- --------------------- ---------------------

Balance at end of year                       200,000        $         2.00
----------------------------------- --------------------- ---------------------
</TABLE>

The following table summarizes information about warrants,
which are outstanding at March 31, 2001:

              Warrants Outstanding and Exercisable
------------------------------------------------------------------
 Number Outstanding
 and Exercisable At  Remaining Contractual
   March 31, 2001             Life               Exercise Price
------------------- ------------------------- --------------------

         200,000                  2.45                  2.00
------------------- ------------------------- --------------------


                                      F-14

<PAGE>



NOTE 10.          INCOME TAXES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

No  income  tax  benefit  has  been  reflected  in  the  accompanying  financial
statements for the year ended March 31, 2001 due to the significant  uncertainty
that exists regarding the realization of deferred tax assets (see below).

The components of the deferred tax asset as of March 31, 2001 were approximately
as follows:

Deferred income tax assets:
  Net operating loss carryforwards       $    1,420,000
-------------------------------------- ---------------------
Gross deferred tax asset                      1,420,000
Valuation allowance                    (      1,420,000)
-------------------------------------- ---------------------

                                         $            -
-------------------------------------- ---------------------

As of March 31,  2001,  the Company  estimates  that it has net  operating  loss
carryforwards of approximately $3,776,000, which expire in various years through
2021. Sufficient uncertainty exists regarding the realization of these operating
loss carryforwards,  and, accordingly,  a valuation allowance of $1,420,000, has
been established.

The  Company has been  delinquent  in the filing of various  federal,  state and
local income and other tax returns. The ultimate  determination of the Company's
taxable income,  including the amount and expiration dates of net operating loss
carryforwards,  is subject to, among other  things,  certain  restrictions  as a
result of the late filing of the various  tax  returns.  The Company may also be
subject  to  possible  review  and  examination  of  such  tax  returns  by  the
appropriate  federal,  state and local  taxing  authorities.  Additional  income
taxes,  including penalties for non-compliance and interest,  if any that may be
assessed will be charged to operations when determined.


NOTE 11.          RELATED PARTIES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

During the year  ended  March 31,  2001,  an  officer  of the  Company  advanced
approximately  $1,177,000 for working capital, of which  approximately  $933,000
was repaid prior to March 31, 2001. Additionally,  three companies controlled by
the officer paid operating  expenses of approximately  $255,000 on behalf of the
Company  during the year ended  March 31,  2001 and were repaid in full prior to
March 31, 2001.

                                      F-15

<PAGE>



NOTE 12.          FOURTH QUARTER ADJUSTMENTS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

During the fourth  quarter of fiscal  year ended  March 31,  2001,  the  Company
recorded  certain  adjustments  that are  considered  material to the  Company's
financial  position and operating  results for the fourth quarter of fiscal year
ended March 31, 2001. The following is an analysis of these adjustments:

<TABLE>
<CAPTION>
                                   Increase (Decrease)
                     ---------------------------------------------------     (Increase)
                                                                        Decrease
                       Assets        Liabilities   Stockholders' Equity       Net Loss
-------------------- ------------- --------------- --------------------- -----------------------
<S>                  <C>           <C>             <C>                   <C>
Adjustment to value
of warrants issued for
consulting services              -               -   $              -    ($         176,532)
-------------------- ------------- --------------- --------------------- ----------------------

Per share                                                                ($           0.03)
-------------------- ------------- --------------- --------------------- -----------------------
</TABLE>


NOTE 13.          COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Employment Agreement

On August 1, 2000, the Company entered into an employment  agreement with Samuel
P. Sirkis to become  President of the Company.  The agreement is for a period of
two years at a salary of $75,000 per year. In connection with the agreement, Mr.
Sirkis  originally  received  200,000 shares  (adjusted for stock splits) of the
Company's  restricted  common stock.  This  agreement was amended to provide Mr.
Sirkis with  200,000  warrants to purchase  shares of the  Company's  restricted
common stock at $2.00 per share instead of issuing Mr. Sirkis  200,000 shares as
previously  reported in the prior period.  The shares  previously  issued to Mr.
Sirkis were voided effective December 31, 2000. Mr. Sirkis will receive benefits
comparable with other key employees of the Company.

Marketing and Promotion Agreement

In November 2000, the Company entered into a marketing and promotional agreement
with a public  relations  organization  ("WSW") in order to increase  the public
awareness of the Company's  expanding overseas business operations and represent
the Company at investor  seminars  throughout  the U.S. In  connection  with the
agreement,  WSW  received  3,333  shares  (adjusted  for  stock  splits)  of the
Company's restricted common stock.

Distribution Agreements

In May 2000, the Company entered into an exclusive distribution agreement with a
Chinese  entity to distribute  the Company's  fresh citrus  products in Northern
China.  The  agreement  has  a  one-year  term  and  includes  minimum  purchase
requirements.  The  agreement  can be  extended  for an  additional  three years
subject to revised minimum  purchase  requirements.  During the extended period,
either party may  terminate  the contract by paying  $50,000 to the other party.
The Company did not renew this agreement in May 2001.


                                      F-16


<PAGE>


--------------------------------------------------------------------------------
NOTE 13.          COMMITMENTS AND CONTINGENCIES (Continued)
--------------------------------------------------------------------------------

Consulting Agreement

On September  15, 2000,  the Company  entered into a two year  agreement  with a
Consultant  for consulting  services  including  marketing and brand  awareness,
promotions and event  planning,  government and public  relations and advice and
consultation  to the Asian  Markets on the  promotion  of Florida  grown  citrus
products.  The agreement  requires a retainer of $100,000 to be maintained  with
the  Consultant  at all times through the term of the  agreement.  The agreement
also provides for a revenue sharing equal to five (5%) of gross revenues derived
from the sale of citrus  products by the company to any  purchaser  operating in
the Asian Markets.

Sales and Marketing Agreement

During  October 2000, the Company  entered into a sales and marketing  agreement
with a  Chinese  distributor  that  provides  for the  distributor  to  directly
purchase and market the  Company's  products to retail  outlets and end-users in
China.  The term of the  agreement is for one year and is renewable  annually by
mutual consent in writing.

Import Agreement

During  February  2001,  the Company  entered  into an import  agreement  with a
Chinese  import  agent that allows the  Company to sell via the import  agent to
various distributors in China. The term of the agreement is for one year and the
import agent will receive 2% of the  commercial  invoice  value of the Company's
product  purchased by distributors via the import agent. The Company is required
to execute an irrevocable letter of credit in the amount of $30,000 on behalf of
the  import  agent to be  available  to pay any  tariff  costs  relating  to the
Company's product.

Lease Agreement

The Company leases its office facilities under a non-cancelable  operating lease
expiring in May 2002.  Approximate  future  minimum  lease  payments  under this
operating lease for the years ending March 31, are as follows:

     2002          $       29,000
     2003                   6,000
------------------ --------------
                   $       35,000
------------------ --------------

Total rent  expense for the year ended March 31,  2001,  the three  months ended
March 31, 2000 and the year ended December 31, 1999 was  approximately  $29,000,
$7,000 and $7,000, respectively.



                                      F-17


<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
-----------------            ---               ----------------------------
Joseph Rizzuti               40                Chairman, COO and Director

Antonio Doria                63                President and CEO

Bonnie K. Ludlum             58                Secretary and Director

Anne-Marie Ludlum            34                CFO

John Samartine               53                Director

Samuel P. Sirkis             66                Director

Henry T. Clements            50                Director

     ll  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

     Bonnie K.  Ludlum,  the  Company's  current  Secretary  and Director is the
mother-in-law  of  Anne-Marie  Ludlum,  the Company's  current  Chief  Financial
Officer.

Business Experience

     Joseph Rizzuti, age 40, 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.

                                       49

<PAGE>



     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.

     Antonio  Doria,  age 63,  earned a doctorate  in business and law from Bari
University in Italy in 1961. Mr. Doria is fluent in English, Spanish, French and
Italian.  Mr. Doria has worked for Globefern  S.A. and Globefern USA, Inc. since
1986,  first  between 1986 and 1990 as Senior  Vice-President  and later between
1990 and 2001 as  President.  Prior to that time,  Mr.  Doria was  President  of
Seven-Up  International for South America and a Regional General Manager for the
Coca-Cola Company in Eastern Europe.

     Bonnie K. Ludlum,  age 58, 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.

     Anne-Marie Ludlum, age 34, began working for CCSF in April 1998. Ms. Ludlum
has been responsible for administrating  all financial  operations and logistics
coordination of the company.  She has visited the People's  Republic of China on
two (2) separate occasions and has completed the protocol required for the sales
and shipment of citrus  products to Mainland  China.  Prior to working for CCSF,
Ms. Ludlum was employed by Ludlum Construction Co., Inc. from June 1994 to March
1998 as the  Administrative  Manager.  Her  responsibilities  included personnel
management and financial  administration of the heavy construction  company.  Ms
Ludlum attended Marquette  University in Milwaukee Wisconsin from August 1984 to
May 1986.

     John Samartine,  age 53, 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.

     Samuel P. Sirkis, age 66, is a former First Vice-President of E.F. Hutton &
Co., where he directed The Personal Financial Management  Division.  As National
Product  Manager  he  was  instrumental  in  building  the  Personal   Financial
Management Division to where it managed over Three Billion Dollars in assets. In
2000, he became  President of Global  Enterprises  Group,  Inc. an international
export  company,  and in 2001 was named  President  of Clements  Golden  Phoenix
Enterprises,  Inc. He earned his Associate in Arts & Bachelor of  Administration
degrees from George Washington University in 1958, and went on to be conferred a
Certified Financial Management Advisor in 1964

     Henry T. Clements,  age 50, 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

                                       50


<PAGE>



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.

     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.

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.

                                       51

<PAGE>


Item 10.          Executive Compensation

<TABLE>
<CAPTION>
Name and              Year   Annual     Annual    Annual    LT         LT       LTIP      All
Post                         Comp       Comp      Comp      Comp      Comp      Payouts   Other
                             Salary     Bonus     Other     Rest      Options             (1)
                                (1)       ($)               Stock
-----------------      ----   ------    -------   -------   -------   -------   -------   -------
<S>                    <C>    <C>       <C>       <C>       <C>       <C>       <C>       <C>
Joseph                 1999   $0
Rizzuti,
Chairman               2000   $125,000
and COO
(2)(4)(10)             2001   $125,000


Antonio                1999   $0
Doria,
President              2000   $0
and CEO(11)
                       2001   $0
Bonnie K.              1999   $0
Ludlum,
Secretary,             2000   $0
Director(4)
(5)                    2001   $0


Anne-Marie             1999   $0
Ludlum,
CFO(10)                2000   $52,000

                       2001   $52,000


John                   1999   $0
Samartine,
Director(4)            2000   $0
(6)
                       2001   $0


Samuel                 1999   $0
Sirkis,
Director(2)            2000   $75,000
(3)(7)(11)
                       2001   $75,000                                 125,000


Henry T.               1999   $0
"Skip"
Clements,              2000   $125,000
Director(2)
(4)(8)(10)             2001   $125,000


Gordon                 1999   $0
Hunt, past
Director(9)            2000   $0

                       2001   $0
</TABLE>

                                       52

<PAGE>



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

(4)  In July 2000,  the number of  directors of the Company was  increased  from
     four (4) to (5) at a meeting of the Board of Directors.  Subsequently,  the
     directors  appointed Samuel P. Sirkis to fill the vacancy and to serve as a
     Director  until the next annual  meeting of the  shareholders.  At the same
     meeting,  Henry T.  Clements  resigned as President and also as Chairman of
     the Board of Directors,  although he remained Chief  Executive  Officer and
     also a Director of the Company.  Joseph Rizzuti resigned as  Vice-President
     and Treasurer of the Company,  but retained his position as Chief Operating
     Officer and was elected to be Chairman of the Board of Directors. Samuel P.
     Sirkis was elected to be President of the Company.  See Part III,  Item 11.
     "Security Ownership of Certain Beneficial Owners and Management";  and Part
     III, Item 12. "Certain Relationships and Related Transactions".

(5)  In August 2000,  the Company  entered  into an  employment  agreement  with
     Samuel P. Sirkis to be President of the Company.  The term of the agreement
     was for a period of two (2) years.  The Company agreed to pay a base salary
     of $75,000 per annum and a signing bonus of 200,000 shares of the Company's
     common  stock.  Mr. Sirkis has since  resigned as President,  but remains a
     Director of the Company.  For such offering the Company relied upon the 506
     Exemption  and the  Florida  Exemption.  See Part III,  Item 11.  "Security
     Ownership of Certain Beneficial Owners and Management";  and Part III, Item
     12. "Certain Relationships and Related Transactions".

(6)  In August 2000,  the Company issued an additional  1,350,000  shares to the
     original  owners of CCSF pro rata.  The  issuance was to remedy an error in
     calculation made at the time of the share exchange  agreement  conducted in
     December  1999. As part of such  issuance,  Joseph  Rizzuti,  the Company's
     current  Chairman and Chief  Operating  Officer,  received  500,000 shares,
     Edward  Sellian,  a beneficial  owner of more than ten percent (10%) of the
     Company's  common stock  received  300,000  shares.  Bonnie K. Ludlum,  the
     Company's  current  Secretary and Director,  received  75,000 shares.  John
     Samartine, a current Director of the Company, received 75,000 shares. Henry
     "Skip" Clements,  a current  Director,  received  225,000 shares.  For such
     offering,  the  Company  relied  upon  the 506  Exemption  and the  Florida
     Exemption. See Part III, Item 11. "Security Ownership of Certain Beneficial
     Owners and Management";  and Part III, Item 12. "Certain  Relationships and
     Related Transactions".

(7)  In  September  2000,  the Company  executed a  promissory  note in favor of
     Bonnie K. Ludlum,  the  Company's  current  Secretary and a Director in the
     principal  amount of  $50,000.  The note had a term of thirty (30) days and
     bears interest at a rate of ten percent (10%) per annum.  In July 2001, the
     Company  received a demand  letter  from Ms.  Ludlum,  which  purported  to
     accelerate  the terms of the note  making all  amounts  thereunder  due and
     payable.  For such offering,  the Company relied upon the 506 Exemption and
     the  Florida  Exemption.  See Part III,  Item 11.  "Security  Ownership  of
     Certain Beneficial Owners and Management";  and Part III, Item 12. "Certain
     Relationships and Related Transactions".

(8)  n  February  2001,  John  Samartine,  a current  Director  of the  Company,
     returned  56,000  shares of the  Company's  common stock to the Company for
     cancellation.  The shares had been issued  erroneously and were returned to
     the  Company's  authorized  but  unissued  stock.  See Part  III,  Item 11.
     "Security Ownership of Certain Beneficial Owners and Management";  and Part
     III, Item 12. "Certain Relationships and Related Transactions".

(9)  n February  2001, the Company and Samuel P. Sirkis,  the Company's  current
     President and Director,  agreed to amend Mr. Sirkis'  employment  agreement
     dated  August 1,  2000.  In  connection  with such  amendment,  Mr.  Sirkis
     tendered  800,000  shares of the Company's  Restricted  common stock to the
     Company for cancellation and return to the


                                       53


<PAGE>



     Company's  authorized but unissued shares.  Mr. Sirkis was issued a warrant
     dated February 1, 2001 to purchase  800,000 shares of the Company's  common
     stock at an  exercise  price of $0.50  per  share  for a period  of two (2)
     years. For such offering, the Company relied upon the 506 Exemption and the
     Florida  Exemption.  See Part III, Item 11. "Security  Ownership of Certain
     Beneficial  Owners  and  Management";  and  Part  III,  Item  12.  "Certain
     Relationships and Related Transactions".

(10) n February 2001,  the Company issued an additional  800,000 shares to Henry
     T.  Clements,  a current  Director.  The issuance was to remedy an error in
     calculation made at the time of the share exchange  agreement  conducted in
     December 1999. For such offering, the Company relied upon the 506 Exemption
     and the Florida  Exemption.  See Part III, Item 11. "Security  Ownership of
     Certain Beneficial Owners and Management";  and Part III, Item 12. "Certain
     Relationships and Related Transactions".

(11) n April 2001, Gordon E. Hunt, a Director of the Company,  resigned from the
     Board of Directors. Although Mr. Hunt cited internal differences within the
     management  of the Company as his reason for  resigning,  he did not resign
     due to a personal  disagreement  with the Company on any matter relating to
     the  Company's  operations,  policies or practices  and did not provide the
     Company with a letter  describing  such  disagreement  nor request that the
     matter be disclosed.  See Part III, Item 11. "Security Ownership of Certain
     Beneficial  Owners  and  Management";  and  Part  III,  Item  12.  "Certain
     Relationships and Related Transactions".

(12) n April  2001,  at a  meeting  of the  Company's  Board of  Directors,  the
     position of Chief Executive Officer was vacated. Additionally, the position
     of  Chief  Financial   Officer  was  vacated  and  Anne-Marie   Ludlum  was
     subsequently  appointed  to fill  the  vacancy.  See  Part  III,  Item  11.
     "Security Ownership of Certain Beneficial Owners and Management";  and Part
     III, Item 12. "Certain Relationships and Related Transactions".

(13) In July 2001,  Samuel P.  Sirkis  resigned  as  President,  but  remained a
     Director of the Company. The Company's Board of Directors filled the vacant
     positions of President and Chief Executive  Officer with Antonio Doria. 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 July 16, 2001,  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.

                                       54

<PAGE>



Name and Address of              Title of   Amount and Nature of    Percent of
Beneficial Owner                 Class      Beneficial Owner          Class
-------------------------------------------------------------------------------
Joseph Rizzuti(1)(2)(4)(10)       Common       949,470                13.2%

Antonio Doria(11)                 Common             0                   0%

Bonnie K. Ludlum(1)(4)(5)         Common       175,000                 2.4%

Anne-Marie Ludlum(1)(10)          Common        27,500                 0.4%

John Samartine(1)(4)(6)           Common       253,250                 3.5%

Samuel Sirkis(1)(2)(3)(7)(11)     Common             0                   0%

Henry T. Clements                 Common     1,749,968                24.3%
(1)(2)(4)8)(10)

Edward Sellian(1)(4)              Common     1,000,000                13.9%

Gordon Hunt (9)                   Common        10,000                 0.1%

All Executive Officers and        Common     3,155,188                43.7%
Directors as a Group
(Seven (7) persons)
-------------------

(14) The  address  for  each  of  the  above  is  c/o  Clements  Golden  Phoenix
     Enterprises,  Inc.,  135 Southwest  Mapp Road,  P.O. Box 269, Palm City, FL
     34991.

(15) In July 2000,  the number of  directors of the Company was  increased  from
     four (4) to (5) at a meeting of the Board of Directors.  Subsequently,  the
     directors  appointed Samuel P. Sirkis to fill the vacancy and to serve as a
     Director  until the next annual  meeting of the  shareholders.  At the same
     meeting,  Henry T.  Clements  resigned as President and also as Chairman of
     the Board of Directors,  although he remained Chief  Executive  Officer and
     also a Director of the Company.  Joseph Rizzuti resigned as  Vice-President
     and Treasurer of the Company,  but retained his position as Chief Operating
     Officer and was elected to be Chairman of the Board of Directors. Samuel P.
     Sirkis was elected to be President of the Company.  See Part III,  Item 12.
     "Certain Relationships and Related Transactions".

(16) In August 2000,  the Company  entered  into an  employment  agreement  with
     Samuel P. Sirkis to be President of the Company.  The term of the agreement
     was for a period of two (2) years.  The Company agreed to pay a base salary
     of $75,000 per annum and a signing bonus of 200,000 shares of the Company's
     common  stock.  Mr. Sirkis has since  resigned as President,  but remains a
     Director of the Company.  For such offering the Company relied upon the 506
     Exemption  and the  Florida  Exemption.  See Part  III,  Item 12.  "Certain
     Relationships and Related Transactions".


                                       55

<PAGE>



(17) In August 2000,  the Company issued an additional  1,350,000  shares to the
     original  owners of CCSF pro rata.  The  issuance was to remedy an error in
     calculation made at the time of the share exchange  agreement  conducted in
     December  1999. As part of such  issuance,  Joseph  Rizzuti,  the Company's
     current  Chairman and Chief  Operating  Officer,  received  500,000 shares,
     Edward  Sellian,  a beneficial  owner of more than ten percent (10%) of the
     Company's  common stock  received  300,000  shares.  Bonnie K. Ludlum,  the
     Company's  current  Secretary and Director,  received  75,000 shares.  John
     Samartine, a current Director of the Company, received 75,000 shares. Henry
     "Skip" Clements,  a current  Director,  received  225,000 shares.  For such
     offering,  the  Company  relied  upon  the 506  Exemption  and the  Florida
     Exemption.  See Part  III,  Item 12.  "Certain  Relationships  and  Related
     Transactions".

(18) In  September  2000,  the Company  executed a  promissory  note in favor of
     Bonnie K. Ludlum,  the  Company's  current  Secretary and a Director in the
     principal  amount of  $50,000.  The note had a term of thirty (30) days and
     bears interest at a rate of ten percent (10%) per annum.  In July 2001, the
     Company  received a demand  letter  from Ms.  Ludlum,  which  purported  to
     accelerate  the terms of the note  making all  amounts  thereunder  due and
     payable.  For such offering,  the Company relied upon the 506 Exemption and
     the Florida  Exemption.  See Part III, Item 12. "Certain  Relationships and
     Related Transactions".

(19) In February  2001,  John  Samartine,  a current  Director  of the  Company,
     returned  56,000  shares of the  Company's  common stock to the Company for
     cancellation.  The shares had been issued  erroneously and were returned to
     the  Company's  authorized  but  unissued  stock.  See Part  III,  Item 12.
     "Certain Relationships and Related Transactions".

(20) In February 2001, the Company and Samuel P. Sirkis,  the Company's  current
     President and Director,  agreed to amend Mr. Sirkis'  employment  agreement
     dated  August 1,  2000.  In  connection  with such  amendment,  Mr.  Sirkis
     tendered  800,000  shares of the Company's  Restricted  common stock to the
     Company  for  cancellation  and  return  to the  Company's  authorized  but
     unissued shares.  Mr. Sirkis was issued a warrant dated February 1, 2001 to
     purchase  800,000 shares of the Company's common stock at an exercise price
     of $0.50 per share for a period of two (2) years.  For such  offering,  the
     Company relied upon the 506 Exemption and the Florida  Exemption.  See Part
     III, Item 12. "Certain Relationships and Related Transactions".

(21) In February 2001, the Company issued an additional  800,000 shares to Henry
     T.  Clements,  a current  Director.  The issuance was to remedy an error in
     calculation made at the time of the share exchange  agreement  conducted in
     December 1999. For such offering, the Company relied upon the 506 Exemption
     and the Florida  Exemption.  See Part III, Item 12. "Certain  Relationships
     and Related Transactions".

(22) In April 2001, Gordon E. Hunt, a Director of the Company, resigned from the
     Board of Directors. Although Mr. Hunt cited internal differences within the
     management  of the Company as his reason for  resigning,  he did not resign
     due to a personal  disagreement  with the Company on any matter relating to
     the  Company's  operations,  policies or practices  and did not provide the
     Company with a letter  describing  such  disagreement  nor request that the
     matter be disclosed.  See Part III,  Item 12.  "Certain  Relationships  and
     Related Transactions".


                                       56

<PAGE>



(23) In April  2001,  at a meeting  of the  Company's  Board of  Directors,  the
     position of Chief Executive Officer was vacated. Additionally, the position
     of  Chief  Financial   Officer  was  vacated  and  Anne-Marie   Ludlum  was
     subsequently appointed to fill the vacancy. See Part III, Item 12. "Certain
     Relationships and Related Transactions".

(24) In July 2001,  Samuel P.  Sirkis  resigned  as  President,  but  remained a
     Director of the Company. The Company's Board of Directors filled the vacant
     positions of President and Chief Executive  Officer with Antonio Doria. 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

     In March 2000, the Company  executed a convertible  note in favor of Philip
Taurisano in the principal  amount of $100,000.  The note is  convertible at the
option of the holder to shares of the  Company's  restricted  common  stock at a
conversion price of $3.00 per share. The note bears interest at a rate of twelve
percent  (12%)  per annum and  matured  one (1) year from its date of  issuance.
Since maturity, Mr. Taurisano has made written demand for all monies due and has
allegedly  accelerted all amounts due thereunder.For such offering,  the Company
relied upon the 506 Exemption and Section 359(f)(2)(d) of the New York Code.

     In July 2000,  the number of  directors of the Company was  increased  from
four (4) to (5) at a  meeting  of the  Board  of  Directors.  Subsequently,  the
directors  appointed  Samuel  P.  Sirkis to fill the  vacancy  and to serve as a
Director until the next annual meeting of the shareholders. At the same meeting,
Henry T.  Clements  resigned as  President  and also as Chairman of the Board of
Directors,  although he remained Chief Executive  Officer and also a Director of
the Company.  Joseph  Rizzuti  resigned as  Vice-President  and Treasurer of the
Company, but retained his position as Chief Operating Officer and was elected to
be  Chairman  of the Board of  Directors.  Samuel P.  Sirkis  was  elected to be
President of the Company.

     In August 2000,  the Company  entered  into an  employment  agreement  with
Samuel P. Sirkis to be President of the Company.  The term of the  agreement was
for a period  of two (2)  years.  The  Company  agreed  to pay a base  salary of
$75,000 per annum and a signing bonus of 200,000 shares of the Company's  common
stock. Mr. Sirkis has since resigned as President, but remains a Director of the
Company.  For such  offering the Company  relied upon the 506  Exemption and the
Florida Exemption.

     In August  2000,  the  Company  approved a forward  split of the  Company's
common stock at a ratio of two (2) shares for each one (1) share of common stock
issued and  outstanding.  The forward split took effect on September 1, 2000 for
holders of record on August 25, 2000,  with  distribution  effective  August 31,
2000.  Additional share certificates were issued by the Company's transfer agent
to effect the split.

     In August 2000,  the Company issued an additional  1,350,000  shares to the
original  owners  of CCSF pro  rata.  The  issuance  was to  remedy  an error in
calculation  made at the  time of the  share  exchange  agreement  conducted  in
December 1999. As part of such issuance,  Joseph Rizzuti,  the Company's current
Chairman and Chief Operating Officer, received 500,000 shares, Edward Sellian, a
beneficial  owner of more than ten percent (10%) of the  Company's  common stock
received 300,000 shares.  Bonnie K. Ludlum,  the Company's current Secretary and
Director,  received  75,000 shares.  John Samartine,  a current  Director of the
Company,  received 75,000 shares.  Henry "Skip"  Clements,  a current  Director,
received  225,000  shares.  For such  offering,  the Company relied upon the 506
Exemption and the Florida Exemption.

     In September  2000,  CSF entered into a consulting  agreement  with Condor.
Condor provides consulting in connection with certain  import/export  activities
undertaken  by CCSF.  Condor  is CCSF's  exclusive  consultant  in the  People's
Republic of China,  Republic  of China,  Japan,  Republic  of the  Phillippines,
Republic of  Singapore,  Malaysia,  Kingdom of Thailand,  Republic of Indonesia,
Socialist Republic of Vietnam, Kingdom of Cambodia, Union of Burma, Lao People's
Democratic

                                       58

<PAGE>



Republic,  Republic of India, Islamic Republic of Pakistan, People's Republic of
Bangladesh, Commonwealth of Australia and New Zealand. CCCSF must pay Condor its
hourly  rates  which  range  between  $75 and $300.  CCSF must also pay Condor a
monthly  retainer  in the  amount of  $100,000,  which  shall be applied to such
hourly fees and which unused amount shall rollover to subsequent  months. In the
event CCSF terminates the contract prior to its second anniversary,  it must pay
Condor $100,000 times the number of remaining  months.  Additionally,  CCSF must
pay to Condor an amount equal to five percent (5%) of its gross revenues derived
from the sale of citrus products in the areas under contract.  CCSF also granted
Condor a warrant to purchase  100,000  shares of the common stock of the Company
at an exercise price of $2.00 per share.  Such warrants have no expiration date.
The warrants carry full demand registration rights. The term of the agreement is
for a period of two (2) years.  For such  offering,  the Company relied upon the
506 Exemption and no state exemption, as Condor is located in Washington D.C. In
June,  Condor  suspended the September  contract  alleging  breach by CCSF.  The
contract has yet to be reinstated.

     In  September  2000,  the Company  executed a  promissory  note in favor of
Bonnie  K.  Ludlum,  the  Company's  current  Secretary  and a  Director  in the
principal  amount of $50,000.  The note had a term of thirty (30) days and bears
interest at a rate of ten  percent  (10%) per annum.  In July 2001,  the Company
received a demand letter from Ms.  Ludlum,  which  purported to  accelerate  the
terms of the note  making  all  amounts  thereunder  due and  payable.  For such
offering, the Company relied upon the 506 Exemption and the Florida Exemption.

     In September  2000,  the  Company's  Board of Directors  approved a forward
split of the  Company's  common  stock at a ratio of two (2) shares for each one
(1) share of common stock issued and outstanding.  The forward split took effect
on  October  6,  2000  for  holders  of  record  on  September  29,  2000,  with
distribution  effective  October 6, 2000.  Additional  share  certificates  were
issued by the Company's transfer agent to effect the split.

     In October 2000,  Ranger Cranberry  Company  converted its convertible note
dated  January 13, 2000 in the  principal  amount of $93,750 and interest in the
amount of $5,763.70 to 132,684 shares of the Company's  restricted common stock.
The  conversion  price,  which was adjusted to account for the two (2) splits of
the Company's  common stock,  was $0.75.  For such offering,  the Company relied
upon the 506 Exemption and Section 551.29(2) of the Wisconsin Code.

     In October 2000,  CCSF,  renewed its contract with Hongrun.  CCSF appointed
Hongrun its  exclusive  distributor  of its Clements  Brand Frozen  Concentrated
Fruit Juices in Tianjin, Dalian, Shenyang,  Chongqing, Wuhan and Taiyuan and its
non-exclusive  distributor in Beijing. In exchange for the appointment,  Hongrun
agreed to purchase  certain minimum  quantities of the frozen  concentrate  from
CCSF. The contract term is for a period of one (1) year.

     In October 2000, the Company executed a convertible note in favor of Philip
Taurisano in the principal  amount of $150,000.  The note is  convertible at the
option of the holder to shares of the  Company's  restricted  common  stock at a
conversion price of $1.00 per share. The note bears interest at a rate of twelve
percent (12%) per annum and matures one (1) year from its date of issuance.  For
such   offering,   the  Company  relied  upon  the  506  Exemption  and  Section
359(f)(2)(d) of the New York Code.

     In November 2000, Bassuener Cranberry  Corporation  converted a convertible
note dated January 13, 2000 in the  principal  amount of $31,250 and interest in
the amount of  $2,239.72 to 44,652  shares of the  Company's  restricted  common
stock. The conversion price, which was adjusted


                                       59

<PAGE>



to account for the two (2) splits of the Company's  common stock, was $0.75. For
such offering,  the Company relied upon the 506 Exemption and Section  551.29(2)
of the Wisconsin Code.

     In December  2000,  the Company  retained  WSW to aid with  public/investor
relations.  A third party shareholder paid WSW 13,333 shares of the common stock
of the Company and the Company  issued an additional  13,333 shares of its stock
to Complete  Financial and  Operations  LLC in February 2001. For such offering,
the Company  relied upon the 506 Exemption and Section  11-51-  308(1)(p) of the
Colorado Code.

     In December 2000, the Company executed a convertible note in favor of James
E. Groat in the principal amount of $250,000.  The note bears interest at a rate
of eleven percent (11%) per annum and matures in October 2001. It is convertible
to  shares  of the  Company's  restricted  common  stock at a price of $0.75 per
share. Warrants to purchase an additional 25,000 shares were issued to Mr. Groat
with an  exercise  price of $2.00 per share for a period of two (2)  years.  The
Company also issued Mr. Groat 5,000 shares of its restricted  common stock.  For
such  offering,  the  Company  relied  upon the 506  Exemption  and the  Florida
Exemption.

     In January 2001, the Company  entered into a letter  agreement with Fechtor
to raise up to fifteen million dollars  ($15,000,000)  in a best efforts private
placement. In connection with such services, the Company agreed to pay Fechtor a
commission of five percent (5%) of the gross  proceeds of the private  placement
financing,  to issue  warrants to acquire the  Company's  common  stock equal to
seven  percent (7%) of the gross  proceeds of the financing  exercisable  at the
price  of the  underlying  common  stock  of the  financing  for a five (5) year
period,  to  conduct a one for four (1 for 4) reverse  stock  split on or before
February  15,  2001  and to  appoint  Mike  Reardon  to the  Company's  Board of
Directors.  The  agreement  had a term of one hundred  twenty  (120)  days.  The
agreement was terminated by Fechtor in May 2001.

     In connection with the Fechtor  agreement,  the Company conducted a one for
four (1 for 4) reverse stock split in March 2001. Its trading symbol was changed
to its current symbol, CGPE.

     In February  2001,  John  Samartine,  a current  Director  of the  Company,
returned  56,000  shares  of the  Company's  common  stock  to the  Company  for
cancellation.  The shares had been issued  erroneously  and were returned to the
Company's authorized but unissued stock.

     In February  2001,  the Company sold 200,000  shares of its common stock to
Capital Consultants, Inc. for $200,000. The shares carry piggy-back registration
rights. For such offering, the Company relied upon the 506 Exemption and Section
Sec. 292.410(1)(i) of the Kentucky Code.

     In February 2001, the Company and Samuel P. Sirkis,  the Company's  current
President and Director,  agreed to amend Mr. Sirkis' employment  agreement dated
August 1, 2000. In connection with such amendment,  Mr. Sirkis tendered  800,000
shares of the Company's  Restricted common stock to the Company for cancellation
and return to the  Company's  authorized  but unissued  shares.  Mr.  Sirkis was
issued a warrant  dated  February  1,  2001 to  purchase  800,000  shares of the
Company's  common stock at an exercise  price of $0.50 per share for a period of
two (2) years. For such offering,  the Company relied upon the 506 Exemption and
the Florida Exemption.

     In February 2001, the Company executed a promissory note in favor of Donald
H. Sturm in the principal  amount of $100,000,  payable  thirty-three  (33) days
from its date of issuance.  The note bears  interest at a rate of eleven percent
(11%) per annum. The principal amount has been repaid,


                                       60

<PAGE>



although the interest is still  outstanding.  Additionally,  the Company  issued
5,000 shares of its  restricted  common  stock to Donald H. Sturm in  connection
with the note. For such offering,  the Company relied upon the 506 Exemption and
the Florida Exemption.

     In February 2001, the Company issued an additional  800,000 shares to Henry
T.  Clements,  a  current  Director.  The  issuance  was to  remedy  an error in
calculation  made at the  time of the  share  exchange  agreement  conducted  in
December 1999. For such offering,  the Company relied upon the 506 Exemption and
the Florida Exemption.

     In April 2001, Gordon E. Hunt, a Director of the Company, resigned from the
Board of  Directors.  Although Mr. Hunt cited  internal  differences  within the
management of the Company as his reason for resigning,  he did not resign due to
a personal disagreement with the Company on any matter relating to the Company's
operations,  policies or practices and did not provide the Company with a letter
describing such disagreement nor request that the matter be disclosed.

     In April  2001,  at a meeting  of the  Company's  Board of  Directors,  the
position of Chief Executive Officer was vacated.  Additionally,  the position of
Chief  Financial  Officer  was vacated and  Anne-Marie  Ludlum was  subsequently
appointed to fill the vacancy.

     In May 2001,  the Company  received a demand  letter from Philip  Taurisano
pursuant to a promissory  note dated October 2000.  Mr.  Taurisano  alleged that
principal and interest  payments in the amount of $114,947.42  were not paid. He
purported to accelerate all amounts due under the note.

     Since the acquisition of CCSF in December 1999, the Company had conducted a
private placement of its securities  selling its common stock,  first at a price
of $3.00 per share and later at a price of $5.00 per  share.  It sold a total of
581,134 shares, raising $2,076,804.  The offering has since been terminated. For
such  offering,  the  Company  relied  upon  the  506  Exemption,   Section  11-
51-308(1)(p) of the Colorado Code, the Florida Exemption,  Section 130.293of the
Illinois Code, Section 402(b)(9)of the Massachusetts Code, Section  402(b)(21)of
the  Michigan  Code,  Section  49:3-  50(b)(9)of  the New Jersey  Code,  Section
359(f)(2)(d)  of the New York Code,  Rule .1211.of the North Carolina Code, Rule
0780-4-2-.11of the Tennessee Code, Section 109.13 of the Texas Code, Rule 21 VAC
5-40-120of the Virginia Code and Section 551.29(2) of the Wisconsin Code.

     In June 2001, the Company  initiated an offering of 6,000,000  units,  each
unit  containing one (1) share of the Company's  Series A preferred  stock and a
warrant to purchase  one-half  (1/2) share of the  Company's  common stock at an
exercise  price  of  $1.25  per  share.   Each  subscriber  has  certain  demand
registration  rights.  The price per unit is $1.00  for any  subscription  up to
750,000 units and $0.75 for any subscription for 750,000 or more units. No units
have been sold to date. The Company has yet to file an amendment to its Articles
of  Incorporation  authorizing  the Series A  preferred  stock and  stating  the
powers, designations, preferences, privileges and relative rights.

     In July 2001,  Samuel P.  Sirkis  resigned  as  President,  but  remained a
Director of the Company.  The  Company's  Board of  Directors  filled the vacant
positions of President and Chief Executive Officer with Antonio Doria.

61


<PAGE>



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:

<TABLE>
<CAPTION>
Exhibit No.             Description
-------------------------------------------------------------------
<S>      <C>      <C>
3.(i).1  [1]      Articles of Incorporation of The Silk Road Renaissance Company filed July 5, 1994.

3.(i).2  [1]      Articles of Amendment to Articles of Incorporation changing the name to Gillette
                  Industries Group, Inc. filed December 5, 1994.

3.(i).3  [4]      Articles of Amendment to Articles of Incorporation changing the name to Lucid
                  Concepts, Inc. filed June 3, 1999.

3.(i).4  [4]      Articles of Amendment to Articles of Incorporation changing the name to Clements
                  Golden Phoenix Enterprises, Inc. filed January 4, 2000.

3.(ii).1 [1]      Bylaws of the Company.

4.1      [4]      Convertible Note between the Company and Bassuener Cranberry Corporation dated
                  January 13, 2000.

4.2      [4]      Convertible Note between the Company and Ranger Cranberry Company, LLC dated
                  January 13, 2000.

4.3      [4]      Convertible Note between the Company and Philip Taurisano dated March 1, 2000.

4.4      [6]      Promissory Note by the Company in favor of Bonnie K. Ludlum dated September
                  28, 2000.

4.5      [9]      Convertible Note by the Company in favor of Philip Taurisano dated October 19,
                  2000.

4.6      *        Convertible Note by the Company in favor of James E. Groat dated December 11,
                  2000.

4.7      *        Private Placement Memorandum dated June 18, 2001.

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

10.2     [4]      Exclusive Distributorship Agreement between Clements Citrus Sales of Florida, Inc.
                  and Hongrun Trade Co., Ltd. dated September 29, 1999.

10.3     [4]      Exclusive Distributorship Agreement between Clements Citrus Sales of Florida, Inc.
                  and Qinhuangdao RutherSoft dated May 16, 2000.

10.4     [4]      Lease between Clements Citrus Sales of Florida, Inc. and Edward Sellian for the
                  premises located at 32C East Osceola Street, Stuart, FL 34996.

10.5     [5]      Employment Agreement with Samuel P. Sirkis dated August 1, 2000.
</TABLE>


                                       62

<PAGE>



<TABLE>
<S>      <C>      <C>
10.6     [6]      Consulting Contract between Clements Citrus Sales of Florida, Inc. and Condor
                  Consulting, LLC dated September 15, 2000.

10.7     [6]      Sales and Marketing Contract between Clements Citrus Sales of Florida, Inc. and
                  Tianjin Hongrun Trading Co., Ltd. dated October 8, 2000.

10.8     [9]      Warrant to purchase 25,000 shares of the Company's Common Stock in favor of
                  James E. Groat dated December 11, 2000.

10.9     [9]      Common Stock Purchase Agreement between the Company and Capital Consultants,
                  Inc. dated February 1, 2001.

10.10    [9]      Registration Rights Agreement between the Company and Capital Consultants, Inc.
                  dated February 1, 2001.

10.11    [9]      Amendment to Employment Agreement between the Company and Samuel P. Sirkis.

10.12    [9]      Warrant to purchase 800,000 shares of the Company's Common Stock in favor of
                  Samuel P. Sirkis dated February 1, 2001.

10.13             [9] Warrant to purchase 100,000 shares of the Company's Common
                  Stock in favor of Condor Consulting, LLC dated September 15,
                  2000.

10.14    [9]      Promissory Note by the Company in favor of Donald H. Sturm in the principal
                  amount of $100,000 dated February 7, 2001.

10.15    *        Import Agency Contract between Clements Citrus Sales of Florida, Inc. and Golden
                  Wing Mau Enterprise Development Co. Ltd.

16.1     [7]      Letter on change of certifying accountant pursuant to Regulation SK, Section
                  304(a)(3)2.

16.2     [7]      Letter from Joan R. Staley, CPA, P.A.

16.3     [8]      Letter on change of certifying accountant pursuant to Regulation SK, Section
                  304(a)(3)2.

16.4     [8]      Letter from Joan R. Staley, CPA, P.A.

99.1     [3]      Board Resolution dated April 18, 2000 authorizing change in fiscal year of the
                  Company to March 31.

99.2     [3]      Board Resolution dated April 18, 2000 authorizing change in fiscal year of Clements
                  Citrus Sales of Florida, Inc. to March 31.
----------------
</TABLE>

(*  Filed herewith)


                                       63

<PAGE>



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

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

[3]  Previously filed with the Company's  Current Report on Form 8-K filed April
     18, 2000.

[4]  Previously  filed with the Company's Annual Report on Form 10KSB filed July
     12, 2000.

[5]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 21, 2000.

[6]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     November 14, 2000.

[7]  Previously  filed  with the  Company's  Current  Report  on Form 8-K  filed
     December 26, 2000.

[8]  Previously  filed  with the  Company's  Current  Report on Form 8-KA  filed
     February 15, 2001.

[9]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     February 20, 2001.

(b) A report on Form 8-K was  filed on  January  12,  2000  reporting  the Share
Exchange  conducted  between the Company and  Clements  Citrus Sales of Florida,
Inc. on December 31, 1999. An amended  report on Form 8-KA was filed on February
28, 2000 which  included the required  financial  statements of Clements  Citrus
Sales of Florida,  Inc.  Another  report on Form 8-K was filed on April 18, 2000
changing the  Company's  fiscal year to March 31. A report on Form 8-K was filed
on  December  26,  2000  disclosing  a  change  in the  Registrant's  Certifying
Accountant.  Lastly,  an amended Form 8-K was filed on February 15, 2001,  which
amended the report  previously  filed  December  26,  2000,  to include  certain
information requested by the Commission.




                                       64




<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 16, 2001        By: /s/ Joseph Rizzuti
                           ----------------------------------------

                           Joseph Rizzuti, Chairman and COO

                           By: /s/ Antonio Doria
                           ----------------------------------------
                           Antonio Doria, President and CEO

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

                           By: /s/ Anne-Marie Ludlum
                           ----------------------------------------
                           Anne-Marie Ludlum, CFO

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

                           By: /s/ Samuel Sirkis
                           ----------------------------------------
                           Samuel Sirkis, 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.

Signature                           Title                       Date

/s/ Joseph Rizzuti                  Chairman and COO            July 16, 2001
-----------------------------
Joseph Rizzuti

/s/ Antonio Doria                   President and CEO           July 16, 2001
----------------------------
Antonio Doria

/s/ Bonnie K. Ludlum                Secretary and Director      July 16, 2001
-----------------------------
Bonnie K. Ludlum

/s/ Anne-Marie Ludlum               CFO                         July 16, 2001
-----------------------------
Anne-Marie Ludlum

/s/ John Samartine                  Director                    July 16, 2001
-----------------------------
John Samartine

/s/ Samuel Sirkis                   Director                    July 16, 2001
-----------------------------
Samuel Sirkis


                                       65