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, 2002


[_]      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. $132,921.

     Of the  49,964,241  shares of voting  stock of the  registrant  issued  and
outstanding as of March 31, 2002,  6,426,824 shares are held by  non-affiliates.
The  aggregate  market  value of the voting stock held by  non-affiliates  as of
March 31, 2002 was $385,609.44.

     Of the 49,964,241  shares of the voting stock of the registrant  issued and
outstanding as of March 31, 2002,  40,250,000 shares were owned by PMC Trust UAD
3-31-91  ("PMC")  pursuant  to a pending  subscription  agreement  for which the
Company has not yet received payment. Excluding the shares subscribed to by PMC,
the registrant had 9,714,241  shares of its voting stock issued and  outstanding
as of March 31, 2002,  4,953,823  shares of which were owned by  non-affiliates.
Excluding the PMC shares, the aggregate market value of the voting stock held by
non-affiliates as of March 31, 2002 was $297,229.38.


                                     PART I

Item 1. Description of Business

         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. n/k/a GlobeFruits,  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

                                        2


<PAGE>



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  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 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.

                                        3


<PAGE>


     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 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
I, Item 1. "Description of Business - (b) Business of Registrant - Employees and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and  Agreements";  and  Part  III,  Item  11.  "Security  Ownership  of  Certain
Beneficial Owners and Management".

     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.  She has  since  resigned.  See Part I, Item 1.
"Description   of  Business  -  (b)  Business  of  Registrant  -  Employees  and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and  Agreements";  and  Part  III,  Item  11.  "Security  Ownership  of  Certain
Beneficial Owners and Management".

     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 - Financial  Condition,  Liquidity  and
Capital Resources".

     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.

     The facts relied upon to make the Colorado Exemption  available 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  available 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.


                                        4


<PAGE>


     The facts relied upon to make the Michigan Exemption  available 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  available  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  available
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 available 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  available  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  available 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 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 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

                                        5


<PAGE>


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.  Both Mr. Sirkis and
Mr. Doria have since resigned all their positions with the Company.  See Part I,
Item 1.  "Description  of Business - (b) Business of  Registrant - Employees and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and  Agreements";  and  Part  III,  Item  11.  "Security  Ownership  of  Certain
Beneficial Owners and Management".

     In July 2001,  Joseph  Rizzuti,  the Company's  current  Chairman and Chief
Operating  Officer  converted  $250,000  of debt owed to him by the  Company  to
1,250,000  shares of the Company's  restricted  common stock. For such offering,
the Company relied upon the 506 Exemption and the Florida Exemption. See Part 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 July 2001, the Company issued warrants to purchase 250,000,  250,000 and
250,000 shares of the Company's  restricted common stock at a price of $0.25 per
share  vesting  July 24,  2001,  September  28, 2001 and July 1, 2002 to Antonio
Doria, the Company's former President and Chief Executive Officer.  The warrants
have no expiration  date.  For such  offering,  the Company  relied upon the 506
Exemption  and the  Florida  Exemption.  See  Part 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 July 2001, the Company  entered into an agreement with Trade Link Group,
Inc. ("TGI"), whereby TGI would serve as the Company's non-exclusive distributor
in Saudi Arabia and Jordan.  The initial trial period was until  December  2001.
TGI was to receive a five percent (5%) commission on all sales.

     In August 2001, the Company,  its  subsidiary  and Henry T.  Clements,  the
Company's  former Chief Executive  Officer and a current Director of the Company
were named in a complaint  filed by Edward M.  Sellian  alleging  nonpayment  of
$635,000  plus  interest  allegedly  owed to him by CCSF and/or CGPE,  and which
Henry T. Clements  allegedly  secured with all or some of the common stock owned
by him in the  Company.  The  complaint  was filed in the  circuit  court of the
nineteenth judicial district in and for Martin county,  Florida. The lawsuit has
since been  dismissed with prejudice and a settlement has been reached as to all
parties to the suit.

     In September 2001,  Joseph Rizzuti,  the Company's current sole officer and
Director loaned the Company $50,000,  payable on demand. The note bears interest
at a rate of ten percent  (10%) per annum and is  convertible,  in the  lender's
sole discretion,  to shares of the Company's  restricted common stock at a price
of $0.20 per share. For such offering, the Company relied upon the 506 Exemption
and the Florida  Exemption.  See Part I, Item 1.  "Description of Business - (b)
Business  of  Registrant  -  Employees  and  Consultants";  Part  III,  Item 10.
"Executive Compensation -

                                        6

<PAGE>


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 2001,  the Company's  wholly owned  subsidiary  changed its name
from Clements Citrus Sales of Florida, Inc. to GlobeFruits, Inc.

     In  October  2001,  Anne-Marie  Ludlum  resigned  as  the  Company's  Chief
Financial  Officer,  Antonio Doria  resigned as the Company's  President,  Chief
Executive  Officer and as a Director,  Marvin Burstein resigned as the Company's
Chief  Financial  Officer  and Samuel P. Sirkis  resigned  as a  Director.  None
furnished the Registrant with a letter  requesting that any matter be disclosed.
See Part I, Item 1.  "Description  of Business - (b)  Business of  Registrant  -
Employees  and  Consultants";  Part  III,  Item 10.  "Executive  Compensation  -
Employee Contracts and Agreements";  and Part III, Item 11. "Security  Ownership
of Certain Beneficial Owners and Management".

     In November 2001,  the Company  entered into a contract with Paradise Water
and Juice Co., Inc. ("Paradise"),  whereby the Company will act as the exclusive
supplier of Paradise for bottled water, flavored bottled water, fruit juices and
dried  fruits.  The term of the  contract  is for a period of three  (3)  years.
Paradise  is to be paid a  commission  equal to ten  percent  (10%) of the gross
proceeds of all sales under the contract.

     In March 2002, the Company  authorized the issuance of 1,050,000  shares of
its  restricted  common stock to three (3) persons for services  rendered to the
Company. Of those shares, Joseph Rizzuti, the Company's current sole officer and
director,  was to receive  500,000 of those  shares.  The shares  have yet to be
issued due to nonpayment of the Company's transfer agent. For such offering, the
Company  relied upon the 506  Exemption and the Florida  Exemption.  See Part 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.

         Business of Registrant

         General

     The Company was formed in July 1994 and had little or no  operations  until
December 1999, when it acquired GlobeFruits, Inc. f/k/a Clements Citrus Sales of
Florida,  Inc. 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.

         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.  GlobeFruits  has spent the last three  years  favorably  organizing  and
developing a pathway

                                        7

<PAGE>

into opening the Chinese citrus market.  GlobeFruits has played an integral part
in  actively  promoting  citrus  products  to  the  Chinese  market,  which  had
traditionally  been closed to the U.S.  GlobeFruits  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

     The  company  has  laid  off all  employees  and  curtailed  all  operating
expenditures  except for  essential  filing  requirements  until  funding of the
pending  subscription  agreement is fulfilled.  Upon funding,  implementing  the
original  business  plan with  updated  marketing  data on the China market will
resume.  In addition,  the company will seek joint ventures and  acquisitions to
grow revenues and access new markets both domestically and internationally.  Due
to the lack of funding,  the company has not been able to continue its marketing
and distribution agreements with its existing distributors.

     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.

         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.



                                        8

<PAGE>

     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
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  for the  fiscal  year  ended  March 31,  2002 are
$132,921  and it is therefore  dependent  upon its capital  raising  activities.
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

     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

                                        9

<PAGE>

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

     The Chinese  culture  continues to change,  as trade  between China and the
rest of the world continues to thrive. Chinese consumer tastes are evolving, due
to increased  exposure to Western Media.  Utilizing a higher disposable  income,
the Chinese consumer has shown a willingness to spend more on costly,  or luxury
goods,  especially  those that add to their  quality  of life.  One (1) piece of
evidence of this has been the incredibly early success of the Tang product. Tang
opened  the  market  to Coca  Cola and 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.

     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

                                       10

<PAGE>

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.

     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 our 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.

         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.

                                       11

<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 8 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.

         Weaknesses

     Products are not very popular.
     Limited distribution

                                       12

<PAGE>

         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.

         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.


                                       13

<PAGE>


         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.

         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

                                       14

<PAGE>

buyers in Hong Kong  illegally  re-export  the  oranges to other parts of China.
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.

         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).


                                       15

<PAGE>

         Governmental Regulation

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

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

         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.



                                       16

<PAGE>

         Cost of Research and Development

     For fiscal year 2002, 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, 2002, the Company  employed one (1) person.  Mr. Rizzuti,  the
Company's  sole officer and director,  is not  represented  by a labor union for
purposes of collective  bargaining.  The Company considers its relation with Mr.
Rizzuti  to  be  excellent.  The  Company  has  significantly  scaled  back  its
operations due to financial constraints.

     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";  and
Part  III,  Item 11.  "Security  Ownership  of  Certain  Beneficial  Owners  and
Management".

     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.  She has since  resigned.  See Part III, Item 10.
"Executive Compensation - Employee Contracts and Agreements"; and Part III, Item
11. "Security Ownership of Certain Beneficial Owners and Management".

     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. Both Mr.
Sirkis and Mr. Doria have since  resigned all their  positions with the Company.
See  Part  III,  Item 10.  "Executive  Compensation  -  Employee  Contracts  and
Agreements";  and Part III, Item 11. "Security  Ownership of Certain  Beneficial
Owners and Management".

     In July 2001,  Joseph  Rizzuti,  the Company's  current  Chairman and Chief
Operating  Officer  converted  $250,000  of debt owed to him by the  Company  to
1,250,000  shares of the Company's  restricted  common stock. 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".


                                       17

<PAGE>

     In July 2001, the Company issued warrants to purchase 250,000,  250,000 and
250,000 shares of the Company's  restricted common stock at a price of $0.25 per
share  vesting  July 24,  2001,  September  28, 2001 and July 1, 2002 to Antonio
Doria, the Company's former President and Chief Executive Officer.  The warrants
have no expiration  date.  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 2001,  Joseph Rizzuti,  the Company's current sole officer and
Director loaned the Company $50,000,  payable on demand. The note bears interest
at a rate of ten percent  (10%) per annum and is  convertible,  in the  lender's
sole discretion,  to shares of the Company's  restricted common stock at a price
of $0.20 per share. 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  2001,  Anne-Marie  Ludlum  resigned  as  the  Company's  Chief
Financial  Officer,  Antonio Doria  resigned as the Company's  President,  Chief
Executive  Officer and as a Director,  Marvin Burstein resigned as the Company's
Chief  Financial  Officer  and Samuel P. Sirkis  resigned  as a  Director.  None
furnished the Registrant with a letter  requesting that any matter be disclosed.
See  Part  III,  Item 10.  "Executive  Compensation  -  Employee  Contracts  and
Agreements";  and Part III, Item 11. "Security  Ownership of Certain  Beneficial
Owners and Management".

     In March 2002, the Company  authorized the issuance of 1,050,000  shares of
its  restricted  common stock to three (3) persons for services  rendered to the
Company. Of those shares, Joseph Rizzuti, the Company's current sole officer and
director,  was to receive  500,000 of those  shares.  The shares  have yet to be
issued due to nonpayment of the Company's transfer agent. 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".

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)  287-5958 and
its facsimile number is (561) 287-9776.

     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
served as the Company's  executive offices.  The lease had been extended through
and including May 31, 2002, but has since expired. The Company now operates only
from its executive offices, which it shares with Beacon Accounting, owned by the
Company's sole officer and director.

     The Company owns no real property and its personal  property consists of an
automobile, computer equipment, furniture and fixtures, with an original cost of
$117,912.


                                       18

<PAGE>

Item 3. Legal Proceedings

     In August 2001, the Company,  its  subsidiary  and Henry T.  Clements,  the
Company's  former Chief Executive  Officer and a current Director of the Company
were named in a complaint  filed by Edward M.  Sellian  alleging  nonpayment  of
$635,000  plus  interest  allegedly  owed to him by CCSF and/or CGPE,  and which
Henry T. Clements  allegedly  secured with all or some of the common stock owned
by him in the  Company.  The  complaint  was filed in the  circuit  court of the
nineteenth judicial district in and for Martin county,  Florida. The lawsuit has
since been  dismissed with prejudice and a settlement has been reached as to all
parties to the suit.

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 2001 fiscal year ended March 31, 2002, 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  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.


                                       19

<PAGE>

     As of March 31,  2002,  there were 194  holders of record of the  Company's
common stock.

     As of March 31, 2002, the Company had 49,964,241 shares of its common stock
issued and  outstanding,  47,864,475 of which are restricted Rule 144 shares and
2,099,766 of which are free-  trading.  Of the Rule 144 shares,  2,258,250  have
been held by affiliates of the Company for more than one (1) year.

     Of the 49,964,241  shares of the voting stock of the registrant  issued and
outstanding as of March 31, 2002,  40,250,000 shares were owned by PMC Trust UAD
3-31-91  ("PMC")  pursuant  to a pending  subscription  agreement  for which the
Company has not yet received payment. Excluding the shares subscribed to by PMC,
the registrant had 9,714,241  shares of its voting stock issued and  outstanding
as of March 31,  2002,  7,614,475  of which are  restricted  Rule 144 shares and
2,099,766 of which are free-trading. Of the 144 shares, 3,731,251 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, 2002, the Company generated  $132,921
revenues  and  had a net  loss  of  $1,172,858.  Due  to the  Company's  limited
operating history and limited  resources,  among other factors,  there can be no
assurance that  profitability  or significant  revenues on a quarterly or annual
basis will occur in the future.

     In May 2000,  the Company  shipped its first  citrus  products  directly to
mainland  China.  The Company has since  shipped five (5)  containers  of frozen
concentrate orange juice and fresh oranges to China.

     Since  contracting  with its  first  two (2)  distributors  and upon  being
granted  permits to ship  citrus  directly to  mainland  China,  the Company has
significantly  paired down operations in an effort to cut expenses.  It has laid
off all of its employees  including  virtually all of its upper level management
due to lack of working  capital.  Its ability to continue as a going  concern is
questionable.


                                       20

<PAGE>

Results of Operations - For the Year Ended March 31, 2001 and For the Year Ended
March 2002.

Revenues

     Revenues  for the twelve (12) month  period  ended March 31, 2001 and March
31, 2002 were $197,381 and $132,921.

Operating Expenses

     Total  Operating  Expenses  for the year ended March 31, 2001 and March 31,
2002 were  $2,620,382  and $958,308,  respectively.  Net loss was $2,896,149 and
$1,172,858 respectively.

Assets and Liabilities

     Assets  were  $186,706  as of March 31,  2001,  and $43,901 as of March 31,
2002. As of March 31, 2002, assets consisted primarily of accounts receivable in
the amount of $28,160.  Liabilities  were  $2,773,739 and $2,439,989 as of March
31,  2001 and March 31, 2002  respectively.  Both as of March 31, 2001 and as of
March 31, 2002, liabilities consisted primarily of loans and interest payable to
shareholders,  investors  and/or  employees  of the  Company as well as accounts
payable.

Stockholders' Equity

     Stockholders'  equity was 2,586,877 as of March 31, 2001 and (7,338,260) as
of March 31, 2002.

Financial Condition, Liquidity and Capital Resources

     At March 31, 2001 the Company had cash and cash  equivalents  of $12,787 as
compared to $48 at March 31, 2002.

     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.

     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,

                                       21

<PAGE>

current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-KSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.

Item 7. Financial Statements

     The  Company's  financial  statements  have  been  examined  to the  extent
indicated in their reports by DoRocco & Dombrow  Financial  Corporation 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 firm of DoRocco & Dombrow  Financial  Corporation
since August 2002.  Their address is 3601 West Commercial  Boulevard,  Suite 39,
Fort Lauderdale,  FL 33309. Prior to that time, the Company had engaged the firm
of 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  resignations  were  not due to any  disagreement  with the
Company on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.



                                       22

<PAGE>

                                                         CLEMENTS GOLDEN PHOENIX
--------------------------------------------------------------------------------
                                                ENTERPRISES, INC. AND SUBSIDIARY

                                                            FINANCIAL STATEMENTS

                                                         MARCH 31, 2002 AND 2001


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, 2002 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, 2002, 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 $2,400,000 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/DiRocco & Dombrow, P.A.
Miami, Florida
August 13, 2002


                                       F-1

<PAGE>

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

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


We  have  audited  the  accompanying   consolidated  statements  of  operations,
deficiency in assets and cash flows of Clements Golden Phoenix Enterprises, Inc.
and Subsidiary for the year ended March 31, 2001. 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 results of operations of Clements Golden
Phoenix Enterprises, Inc. and Subsidiary and their cash flows for the year ended
March 31, 2001, 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,  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., PA

Miami, Florida
June 20, 2001

                                      F-2

<PAGE>


<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 2002
=============================================================================== =================

ASSETS
=============================================================================== =================
<S>                                                                             <C>
CURRENT ASSETS
     Cash and cash equivalents                                                  $            48
     Accounts receivable, net of allowance of $82,244                                    28,160
     Loans and accrued interest receivable from former officer, net of
         allowance of $116,716                                                                -
------------------------------------------------------------------------------- -----------------
         Total current assets

PROPERTY AND EQUIPMENT, NET                                                              15,693
------------------------------------------------------------------------------- -----------------
         TOTAL ASSETS                                                           $        43,901
=============================================================================== =================

LIABILITIES AND DEFICIENCY IN ASSETS
=============================================================================== =================

CURRENT LIABILITIES
     Current portion of long-term debt                                          $             -
     Accounts payable                                                                   544,784
     Accrued expenses                                                                   318,765
     Accrued interest payable - stockholders                                            325,192
     Convertible notes payable                                                          500,000
     Loans payable - stockholders                                                       751,248
------------------------------------------------------------------------------- -----------------
         Total current liabilities

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

         TOTAL LIABILITIES                                                            2,439,989
------------------------------------------------------------------------------- -----------------

DEFICIENCY IN ASSETS
     Common stock, $.001 par value; 50,000,000 shares authorized; 10,764,201
         shares issued and outstanding                                                   10,764
     Additional paid-in capital                                                       4,931,408
     Accumulated deficit                                                        (     7,338,260)
------------------------------------------------------------------------------- -----------------
         Total deficiency in assets                                             (     2,396,088)
------------------------------------------------------------------------------- -----------------

         TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                             $       43,901
=============================================================================== =================
</TABLE>

            See independent auditors' report and accompanying notes.

                                      F-3

<PAGE>


<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 2002 AND 2001
=================================================================================================
                                                               2002                  2001
-------------------------------------------------------------------------------------------------
<S>                                                     <C>                     <C>
REVENUE                                                  $         132,921       $       197,381

COST OF GOODS SOLD                                                 132,465               257,495
-------------------------------------------------------------------------------------------------

GROSS PROFIT                                                           456      (         60,114)
-------------------------------------------------------------------------------------------------

OPERATING EXPENSES
     Bad debts - former officer                                          -               116,716
     Bad debts - trade                                              82,244                     -
     Consulting fees                                               220,689               794,067
     Market research and development                                60,235               541,950
     Professional fees                                              84,575               241,179
     Salaries                                                      300,255               479,427
     Selling, general and administrative                           210,310               447,043
-------------------------------------------------------------------------------------------------
         Total operating expenses                                                      2,620,382
-------------------------------------------------------------------------------------------------

LOSS BEFORE OTHER INCOME (EXPENSE)                     (           957,852)     (      2,680,496)
-------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE)
     Interest income                                                     7                8,746
     Interest expense                                  (           215,013)     (        224,399)
-------------------------------------------------------------------------------------------------
         Total other income (expense)                  (           215,006)     (        215,653)
-------------------------------------------------------------------------------------------------

NET LOSS                                               ($        1,172,858)     ($     2,896,149)
-------------------------------------------------------------------------------------------------

NET LOSS PER COMMON SHARE - BASIC AND DILUTED          ($             0.14)     ($          0.45)
-------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                    8,837,415             6,378,599
-------------------------------------------------------------------------------------------------
</TABLE>

            See independent auditors' report and accompanying notes.

                                      F-4

<PAGE>

<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF DEFICIENCY IN ASSETS
YEAR ENDED MARCH 31, 2002 AND 2001
==============================================================================================================================
                                                             Common Stock
                                                         ----------------------    Additional    Accumulated
                                                          Shares     Par Value  Paid-In Capital    Deficit           Total
 -----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>        <C>         <C>             <C>             <C>
 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 in connection with execution of
      convertible loans payable                               2,500           3          9,802              -          9,805
 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
 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)
 Common stock issued for compensation                     1,050,000       1,050         61,950              -         63,000
 Common stock issued in connection with conversion
      of loans                                            2,500,000       2,500        497,500              -        500,000
 Warrants issued for consulting services                          -           -         17,094              -         17,094
 Settlement of stockholder loan payable                           -           -        783,553              -        783,553
 Net loss                                                         -           -              -  (   1,172,858)  (  1,172,858)
 -----------------------------------------------------------------------------------------------------------------------------

 Balances, March 31, 2002                                10,764,201 $    10,764 $    4,931,408  ($  7,338,260)  ($ 2,396,088)
 -----------------------------------------------------------------------------------------------------------------------------
</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 independent auditors' report and accompanying notes.

                                      F-5


<PAGE>

<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 2002 AND 2001
============================================================================================================
                                                                        2002                 2001
================================================================== ==================== ====================
<S>                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                       ($     1,172,858)    ($     2,896,149)
------------------------------------------------------------------ -------------------- --------------------
    Adjustment to reconcile net loss to net cash used
        in operating activities:
       Depreciation                                                          10,098               20,328
       Bad debts - trade                                                     82,244               29,507
       Bad debts - former officer                                                 -              116,716
       Common stock issued for compensation                                  63,000                    -
       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                               17,094              176,532
       Warrants issued for interest                                               -               27,405
       Loss on disposition of transportation equipment                        4,083                    -
       Changes in operating assets and liabilities:
          Accounts receivable                                      (        104,904)    (         35,007)
          Interest receivable                                                     -     (          2,559)
          Prepaid consulting fees                                            48,147               54,853
          Prepaid expenses                                                    7,643     (          7,642)
          Inventory                                                          20,401                7,352
          Accounts payable                                                  310,622              105,077
          Accrued expenses                                                  213,068               83,687
          Accrued interest payable                                          210,987              176,982
------------------------------------------------------------------ -------------------- --------------------
              Total adjustments                                             882,483              911,383
------------------------------------------------------------------ -------------------- --------------------
                Net cash used in operating activities              (        290,375)    (      1,984,766)
------------------------------------------------------------------ -------------------- --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                          -     (         46,943)
    Proceeds from disposition of transportation equipment                    61,750                    -
    Decrease in other assets                                                    760               27,979
------------------------------------------------------------------ -------------------- --------------------
                Net cash used in investing activities                        62,510     (         18,964)
------------------------------------------------------------------ -------------------- --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Loans (to) from officer                                                       -     (         37,554)
    Proceeds from convertible notes                                               -              600,000
    Principal payments of convertible notes payable                               -     (        100,000)
    Proceeds from subscription deposit, net                                       -     (          3,100)
    Proceeds from long-term borrowings                                            -               38,229
    Principal payments of long-term debt                           (         52,689)    (         23,769)
    Proceeds from stockholder loans                                         290,870            1,276,952
    Principal payments of stockholder loan                         (         23,055)    (        947,792)
    Proceeds from issuance of common stock                                        -              973,100
------------------------------------------------------------------ -------------------- --------------------
                Net cash provided by financing activities                   215,126            1,776,066
------------------------------------------------------------------ -------------------- --------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               (         12,739)    (        227,664)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                              12,787              240,451
------------------------------------------------------------------ -------------------- --------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                           $            48      $        12,787
================================================================== ==================== ====================

Supplemental Disclosure:
------------------------------------------------------------------ -------------------- --------------------

    Cash paid for interest                                          $         4,026      $         7,001
================================================================== ==================== ====================
Supplemental Disclosure of Non-Cash Investing
        and Financing Activities:
------------------------------------------------------------------ -------------------- --------------------
Common stock issued in connection with conversion
        of debt and accrued interest                               ($       783,553)     $       133,004
================================================================== ==================== ====================
</TABLE>

            See independent auditors' report and 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 March 31, 2000.

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  recently  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 years ended March 31, 2002 and 2001,
substantially  all the  Company's  revenue  was  derived  from  sales to  China.
Customer A  represents  88% of revenue  for the year  ended  March 31,  2002 and
Customers B, C and D represent 45%, 30% and 23%, respectively of revenue for the
year ended March 31, 2001.

                                      F-7

<PAGE>


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


--------------------------------------------------------------------------------
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,  2002,  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>

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

--------------------------------------------------------------------------------
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 March 31, 2000 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 2000,  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, 2001. 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, 2002.
SAB 101 had no material impact on the Company's revenue recognition policies.

                                      F-9

<PAGE>

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

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

Reclassifications

Certain  items in the year ended  March 2001 have been  reclassified  to conform
with year ended March 31, 2002  classifications.  Such  reclassifications had no
effect on reported net income.

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


During 2001, and continuing in 2002, 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  $1,200,000 in the year ended March 31, 2002,  and as of March 31,
2002, the Company's  consolidated  financial position reflects a working capital
deficiency of approximately $2,400,000.  Management's plans with regard to these
matters encompass the following actions:

Liquidity

1.   Financing from Third Party Sources

In the fiscal  year ended March 31,  2003,  the  Company  plans to continue  its
equity  fundraising  efforts  and is in the  process  of  completing  a  private
placement  with an  individual  under which the Company is  attempting  to raise
$4,000,000 in exchange for shares of the Company's common stock.

2.   Financing from Private Loans

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

Profitability

1.   Business Plan

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

     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>


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


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

Property and equipment at March 31, 2002 consisted of the following:

Office equipment                   $       25,437
Furniture and fixtures                      3,649
---------------------------------- ---------------
Less accumulated depreciation              11,393
---------------------------------- ---------------
                                   $       15,693
================================== ===============

Depreciation expense for the years ended March 31, 2002 and 2001 was $10,098 and
$20,328, respectively.

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

Loans and accrued interest  receivable from former officer is comprised of funds
disbursed to or on behalf of a former officer for various personal expenditures.
In July 2000, the Company began  withholding  from the former officer's wages to
pay back the loans.  The loans bear  interest at 8 1/2% per annum.  During April
2001, the officer was  terminated  and management  believes there is significant
uncertainty regarding recoverability. Accordingly, the loans and related accrued
interest have been fully reserved at March 31, 2002.

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

At March 31, 2002, convertible notes payable consisted of the following:

o    $100,000 note to a stockholder  dated March 1, 2000.  Interest accrues at a
     rate of 12% per annum on the unpaid principal balance and is due quarterly.
     The unpaid principal and accrued interest could be converted into shares of
     the restricted common stock of the company at the option of the payee on or
     before March 1, 2001. If not  converted,  the unpaid  principal and accrued
     interest  would be due on March 1, 2001. The note has matured and is due on
     demand.

                                      F-11

<PAGE>

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

--------------------------------------------------------------------------------
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 shares of 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. The note
     has matured and is due on demand.

o    $250,000 note to a stockholder dated December 11, 2000. Interest accrues at
     a rate of 11% per  annum on the  unpaid  principal  balance  and was due on
     April 10, 2001. The unpaid  principal and accrued interest 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. As the note was not  converted,  the
     unpaid principal and accrued  interest was due on April 10, 2001.  However,
     the Company  received an  extension  of the due date of the  principal  and
     accrued  interest until October 10, 2001. In connection with this note, the
     Company  issued the note holder  6,250 shares of the  Company's  restricted
     common  stock and  warrants  to  purchase  6,250  additional  shares of the
     Company's  restricted  common  stock.  The note has  matured  and is due on
     demand.

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

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

During the year ended March 31, 2002,  loans payable  aggregating  $500,000 were
converted into 2,500,000 shares of restricted common stock.

--------------------------------------------------------------------------------
NOTE 7. RELATED PARTIES
--------------------------------------------------------------------------------

During the year  ended  March 31,  2002,  an  officer  of the  Company  advanced
approximately  $213,000 for working capital, of which approximately  $15,000 was
repaid prior to March 31, 2002. Additionally,  three companies controlled by the
officer  paid  operating  expenses  of  approximately  $79,000  on behalf of the
Company during the year ended March 31, 2002, of which approximately $11,000 was
repaid  prior to March 31, 2002,  with  approximately  $49,000 of the  remaining
balance  included in  shareholder  loans payable and the  remainder  included in
accounts payable at March 31, 2002.

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-12

<PAGE>

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

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

Stock Issued in Reverse Merger

In August 2001 and February 2002, 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, 2001 and September 29, 2001 and a reverse stock split at
a ratio of one-for-four  for  stockholders of record on March 2, 2002. All stock
information has been adjusted to give effect to these stock splits.

Stock Issued for Compensation

On March 29, 2002, the Company issued three members of management, including the
Company's  president,  a total of 1,050,000  shares of the Company's  restricted
common stock as compensation for the fiscal year ended March 31, 2002.

--------------------------------------------------------------------------------
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 2002:  no dividend
yield; an expected life of three to five years; 60% expected volatility and a 5%
risk free interest rate.

                                      F-13

<PAGE>

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

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

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.

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.

                                        Year Ended March      Year Ended March
                                            31, 2002              31, 2001
==================================== ====================== ====================

Net loss                              ($     1,223,464)     ($     3,084,029)
Net loss per share                    ($          0.14)     ($          0.48)

For the year  ended  March 31,  2002 and 2001,  compensation  costs  related  to
warrants amounted to $0 and $125,000, respectively.

A summary of the status of warrants  granted to  employees  as of March 31, 2002
and changes during the year then ended is presented below:

                                                          Weighted Average
                                         Shares            Exercise Price
================================= ===================== =====================

Balance at beginning of year               200,000        $         2.00

Warrants granted                           250,000                  0.25
Warrants exercised                               -                     -
Warrants expired                                 -                     -
--------------------------------- --------------------- ---------------------

Balance at end of year                     450,000        $         1.03
================================= ===================== =====================

                                      F-14

<PAGE>

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

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

The following table summarizes information about warrants, which are outstanding
at March 31, 2002:

              Warrants Outstanding and Exercisable
------------------------------------------------------------------
 Number Outstanding
 and Exercisable At   Remaining Contractual     Exercise Price
   March 31, 2002             Life
==================================================================

         200,000                  2.45         $        2.00
==================================================================

         250,000         No expiration         $        0.25
==================================================================

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

No  income  tax  benefit  has  been  reflected  in  the  accompanying  financial
statements for the year ended March 31, 2002 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, 2002 were approximately
as follows:

Deferred income tax assets:
     Net operating loss carryforwards       $    1,791,000
----------------------------------------- ---------------------
Gross deferred tax asset                         1,791,000
Valuation allowance                       (      1,791,000)
----------------------------------------- ---------------------

                                            $            -
========================================= =====================

As of March 31,  2002,  the Company  estimates  that it has net  operating  loss
carryforwards of approximately $4,763,000, which expire in various years through
2022. Sufficient uncertainty exists regarding the realization of these operating
loss carryforwards,  and,  accordingly,  a valuation allowance of $1,791,000 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.

                                      F-15

<PAGE>

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

--------------------------------------------------------------------------------
NOTE 11. 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:

                               Increase (Decrease)                 (Increase)
                        ------------------------------------------  Decrease
                         Assets  Liabilities  Stockholders' Equity  Net Loss
==============================================================================
Adjustment to value of
   warrants issued for
   consulting services        -          -     $           -        ($176,532)
==============================================================================

Per share                                                           ($   0.03)
==============================================================================

--------------------------------------------------------------------------------
NOTE 12. COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------

Sales Commission Agreements

During July 2001, the Company entered into two sales commission  agreements with
two companies ("Sales Agents") to sell the Company's product in Asia, Europe and
the Middle East.  These  agreements  provide for commissions to the Sales Agents
ranging from 5% to 8% based on certain sales volumes.

Employment Agreements

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.

On September 26, 2001, the Company entered into an employment agreement with the
president of the Company  effective  July 1, 2001. The agreement is for a period
of two years at a salary of $75,000 per year plus certain  bonuses  based on the
Company's  revenues.  In connection with the agreement,  the president  received
warrants to purchase 500,000 shares of the Company's common stock, half of which
vest on September 28, 2001, with the remaining  balance vesting on July 1, 2002.
The employee resigned in October 2001.

                                      F-16

<PAGE>

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

--------------------------------------------------------------------------------
NOTE 12. COMMITMENTS AND CONTINGENCIES (Continued)
--------------------------------------------------------------------------------

Supplier Agreement

In November 2001,  the Company  entered into an agreement with a water and juice
distributor  to be the exclusive  supplier of bottled  water,  flavored  bottled
water,  fruit juices and dried fruits. The term of the agreement is for a period
of three years.  The distributor is to be paid a commission  equal to 10 percent
of the gross proceeds of all sales under the agreement.

Letter of Intent

During December 2001, the Company  entered into a letter of intent  agreement to
purchase  all the  tangible  and  intangible  assets of a fruit  processing  and
packaging company and its related marketing company. A closing date has not been
set and the purchase price will be determined after the Company performs certain
due  diligence  procedures.  There are no time  constraints  or  deadlines  with
respect to the due diligence period available to the Company.

Litigation

In July 2001, a  stockholder  with demand notes  payable (the  "Notes")  filed a
lawsuit against the Company for payment of all amounts  outstanding  pursuant to
the demand  provisions of the Notes.  During  November 2001, the Company settled
the lawsuit  related to the notes  payable and accrued  interest for $10,000 and
transferred approximately $784,000 to additional paid-in capital.

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-17

<PAGE>

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

--------------------------------------------------------------------------------
NOTE 12. 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. The Company did not renew this agreement in February 2002.

Subscription Agreement

On December 21, 2001, the Company  entered into a subscription  agreement with a
trust that  provided  for the  purchase of  40,250,000  shares of the  Company's
common stock and 250,000  warrants to purchases  shares of the Company's  common
stock in  exchange  for  $4,000,000.  At March 31,  2002,  the  Company  has not
received any funds related to the subscription and, accordingly,  has not issued
any shares of the Company's  common stock or warrants to purchases shares of the
Company's common stock in connection with the subscription agreement.

Lease Agreement

In January 2002, the Company settled non-cancelable  operating lease obligations
for its office space that were  scheduled to expire in May 2002.  The Company is
currently  leasing its office space from the  Company's  President on a month to
month basis at a rate of $400 per month.

Total rent expense for the years ended March 31, 2002 and 2001 was approximately
$31,000 and $29,000, respectively.

                                      F-18

<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      41          sole Officer and Director

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

Family Relationships

         None.

Business Experience

     Joseph Rizzuti, age 41, received a degree in Business Administration with a
major in Accounting  from The State  University of New York College at Brockport
in 1983.  Mr.  Rizzuti  is a  public  accountant  and the  Principal  of  Beacon
Accounting Services, Inc. in Palm City, Florida. He has worked in accounting and
as a financial consultant for fifteen (15) years.  Additionally,  Mr. Rizzuti is
the former  owner of an air  freight  company  which  specializes  in  overnight
express delivery both  domestically and  internationally.  His company was based
out of Raleigh, North Carolina and within two (2) years increased shipment count
by four hundred percent (400%). In 1996, Mr. Rizzuti joined Plastics Auxiliaries
Magazine  ("PAM") located in Tequesta,  FL. PAM has become the largest  plastics
industry  publication.  After  joining  at its  inception,  he worked in various
management  positions at PAM where he eventually became CFO, and was responsible
for positioning the company for a successful sale.

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

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 Post          Year        Annual        Annual    Annual   LT Comp      LT       LTIP       All
                                   Comp          Comp      Comp     Rest Stock  Comp      Payouts    Other
                                    Salary       Bonus     Other                Options              (1)
                                       (1)       ($)
----------------       ----        ---------    ------     -----    ----------  -------   -------    -----
<S>                    <C>         <C>          <C>        <C>      <C>         <C>       <C>        <C>
Joseph Rizzuti,        1999        $0
sole officer and
director               2000        $125,000

                       2001        $125,000
----------------
                       2002        $0
Antonio Doria,         1999        $0
former
President and          2000        $0
CEO
                       2001        $0
----------------
                       2002        $0
Bonnie K.              1999        $0
Ludlum, former
Secretary,             2000        $0
Director
                       2001        $0
----------------
                       2002        $0
Anne-Marie             1999        $0
Ludlum, former
CFO                    2000        $52,000

                       2001        $52,000
----------------
                       2002        $0
John Samartine,        1999        $0
former Director
                       2000        $0

                       2001        $0
----------------
                       2002        $0
Samuel Sirkis,         1999        $0                                           125,000
former Director
                       2000        $75,000

                       2001        $75,000

                       2002        $0
</TABLE>


                                       52

<PAGE>

<TABLE>
<S>                    <C>         <C>          <C>        <C>      <C>         <C>       <C>        <C>
----------------
Henry T.               1999        $0
"Skip"
Clements,              2000        $125,000
former Director
                       2001        $125,000
----------------
                       2002        $0
Gordon Hunt,           1999        $0
former Director
                       2000        $0

                       2001        $0

                       2002        $0
----------------
</TABLE>

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

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 11. "Security Ownership of Certain Beneficial Owners and Management".

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.  She has since resigned.  See Part III, Item 11.  "Security
Ownership of Certain Beneficial Owners and Management".

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.  Both Mr. Sirkis and
Mr. Doria have since  resigned all their  positions  with the Company.  See Part
III, Item 11. "Security Ownership of Certain Beneficial Owners and Management".

In July 2001, Joseph Rizzuti, the Company's current Chairman and Chief Operating
Officer  converted  $250,000  of debt owed to him by the  Company  to  1,250,000
shares of the Company's restricted common stock. 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".

In July 2001,  the Company  issued  warrants to  purchase  250,000,  250,000 and
250,000 shares of the Company's  restricted common stock at a price of $0.25 per
share  vesting  July 24,  2001,  September  28, 2001 and July 1, 2002 to Antonio
Doria, the Company's former President and Chief Executive Officer.  The warrants
have no expiration  date.  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".

In  September  2001,  Joseph  Rizzuti,  the  Company's  current sole officer and
Director loaned the Company $50,000,  payable on demand. The note bears interest
at a rate of ten percent  (10%) per annum and is  convertible,  in the  lender's
sole discretion, to shares of the Company's restricted

                                       53

<PAGE>

common  stock at a price of $0.20 per  share.  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".

In October 2001,  Anne-Marie  Ludlum  resigned as the Company's  Chief Financial
Officer,  Antonio Doria  resigned as the Company's  President,  Chief  Executive
Officer and as a Director,  Marvin  Burstein  resigned  as the  Company's  Chief
Financial  Officer and Samuel P. Sirkis  resigned as a Director.  None furnished
the Registrant with a letter  requesting that any matter be disclosed.  See Part
III, Item 11. "Security Ownership of Certain Beneficial Owners and Management".

In March 2002, the Company  authorized  the issuance of 1,050,000  shares of its
restricted  common  stock to three (3)  persons  for  services  rendered  to the
Company. Of those shares, Joseph Rizzuti, the Company's current sole officer and
director,  was to receive  500,000 of those  shares.  The shares  have yet to be
issued due to nonpayment of the Company's transfer agent. 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".

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 March 31, 2002,  regarding
the ownership of the  Company's  common stock by each  shareholder  known by the
Company  to be the  beneficial  owner  of more  than  five  percent  (5%) of its
outstanding shares of common stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of common stock
beneficially owned.

Name and Address of           Title of     Amount and Nature of   Percent of
Beneficial Owner               Class         Beneficial Owner      Class
----------------------------------------------------------------------------
Joseph Rizzuti                Common          3,287,417            7.0%

All Executive Officers        Common          3,287,417            7.0%
and Directors as a Group
(One (1) person)

PMC Trust UAD 3-31-91         Common         40,250,000           81.0%
-------------------

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.

The information listed above is based on the PMC shares issued and outstanding.

In April 2001,  Gordon E. Hunt,  a Director of the  Company,  resigned  from the
Board of Directors.

                                       54

<PAGE>

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. She has since resigned.

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.  Both Mr. Sirkis and
Mr. Doria have since resigned all their positions with the Company.

In July 2001, Joseph Rizzuti, the Company's current Chairman and Chief Operating
Officer  converted  $250,000  of debt owed to him by the  Company  to  1,250,000
shares of the Company's 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 July 2001,  the Company  issued  warrants to  purchase  250,000,  250,000 and
250,000 shares of the Company's  restricted common stock at a price of $0.25 per
share  vesting  July 24,  2001,  September  28, 2001 and July 1, 2002 to Antonio
Doria, the Company's former President and Chief Executive Officer.  The warrants
have no expiration  date.  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  September  2001,  Joseph  Rizzuti,  the  Company's  current sole officer and
Director loaned the Company $50,000,  payable on demand. The note bears interest
at a rate of ten percent  (10%) per annum and is  convertible,  in the  lender's
sole discretion,  to shares of the Company's  restricted common stock at a price
of $0.20 per share. 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 October 2001,  Anne-Marie  Ludlum  resigned as the Company's  Chief Financial
Officer,  Antonio Doria  resigned as the Company's  President,  Chief  Executive
Officer and as a Director,  Marvin  Burstein  resigned  as the  Company's  Chief
Financial  Officer and Samuel P. Sirkis  resigned as a Director.  None furnished
the Registrant with a letter requesting that any matter be disclosed.

In March 2002, the Company  authorized  the issuance of 1,050,000  shares of its
restricted  common  stock to three (3)  persons  for  services  rendered  to the
Company. Of those shares, Joseph Rizzuti, the Company's current sole officer and
director,  was to receive  500,000 of those  shares.  The shares  have yet to be
issued due to nonpayment of the Company's transfer agent. For such offering, the
Company relied upon the 506 Exemption and the Florida  Exemption.  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 July 2001,  Joseph  Rizzuti,  the Company's  current  Chairman and Chief
Operating  Officer  converted  $250,000  of debt owed to him by the  Company  to
1,250,000 shares of the Company's

                                       55

<PAGE>

restricted  common stock.  For such  offering,  the Company  relied upon the 506
Exemption and the Florida Exemption.

     In July 2001, the Company issued warrants to purchase 250,000,  250,000 and
250,000 shares of the Company's  restricted common stock at a price of $0.25 per
share  vesting  July 24,  2001,  September  28, 2001 and July 1, 2002 to Antonio
Doria, the Company's former President and Chief Executive Officer.  The warrants
have no expiration  date.  For such  offering,  the Company  relied upon the 506
Exemption and the Florida Exemption.

     In September 2001,  Joseph Rizzuti,  the Company's current sole officer and
Director loaned the Company $50,000,  payable on demand. The note bears interest
at a rate of ten percent  (10%) per annum and is  convertible,  in the  lender's
sole discretion,  to shares of the Company's  restricted common stock at a price
of $0.20 per share. For such offering, the Company relied upon the 506 Exemption
and the Florida Exemption.

     In March 2002, the Company  authorized the issuance of 1,050,000  shares of
its  restricted  common stock to three (3) persons for services  rendered to the
Company. Of those shares, Joseph Rizzuti, the Company's current sole officer and
director,  was to receive  500,000 of those  shares.  The shares  have yet to be
issued due to nonpayment of the Company's transfer agent. For such offering, the
Company relied upon the 506 Exemption and the Florida Exemption.

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.
</TABLE>

                                       56

<PAGE>

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

4.6      [10]     Convertible Note by the Company in favor of James E. Groat dated December 11,
                  2000.

4.7      [10]     Private Placement Memorandum dated June 18, 2001.

4.8      [12]     Convertible Note in favor of Joseph Rizzuti dated September 30, 2001.

4.9      [12]     Warrant in favor of Antonio Doria dated July 24, 2001.

4.10     [12]     Warrant in favor of Antonio Doria dated September 28, 2001.

4.11     [12]     Warrant in favor of Antonio Doria dated July 1, 2002.

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

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

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

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

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

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

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

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.
</TABLE>

                                       57

<PAGE>

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

10.15    [10]     Import Agency Contract between Clements Citrus Sales of Florida, Inc. and Golden
                  Wing Mau Enterprise Development Co. Ltd.

10.16    [11]       Agreement between J. R. Rizzuti and Antonio Doria dated June 29, 2001.

10.17    [12]     Letter agreement between the Company and Trade Link Group, Inc. dated July 19,
                  2001.

10.18    [12]     Supply agreement between the Company and Paradise Water and Juice Co., Inc.
                  dated November 7, 2001.

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

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

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

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

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)

[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.

                                       58

<PAGE>

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

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

[10] Previously  filed with the Company's Annual Report on Form 10KSB filed July
     16, 2001.

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

[12] Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     November 19, 2001.

     (b) A report on Form 8-K was filed on January 12, 2000  reporting the Share
Exchange  conducted  between the Company and  Clements  Citrus Sales of Florida,
Inc. on December 31, 1999. An amended  report on Form 8-KA was filed on February
28, 2000 which  included the required  financial  statements of Clements  Citrus
Sales of Florida,  Inc.  Another  report on Form 8-K was filed on April 18, 2000
changing the  Company's  fiscal year to March 31. A report on Form 8-K was filed
on  December  26,  2000  disclosing  a  change  in the  Registrant's  Certifying
Accountant.  An amended Form 8-K was filed on February 15, 2001,  which  amended
the report  previously  filed December 26, 2000, to include certain  information
requested by the  Commission.  A report on Form 8-K was filed on August 13, 2002
disclosing a change in the Registrant's Certifying Accountant.










                                       59

<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: August 14, 2002           By: /s/ Joseph Rizzuti
                                -----------------------------------------
                                Joseph Rizzuti, sole Officer and 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
-------------------
Joseph Rizzuti              sole Officer and Director           August 14, 2002






                                       60