U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: June 30, 2001
Commission file no.:  0-27137

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

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

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

Issuer's telephone number: (561) 287-5958

Securities to be registered under Section 12(b) of the Act:

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

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

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

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







<PAGE>



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

                    Yes    X        No
                           --         ---

     As of June 30,  2001,  there were  7,314,241  shares of voting stock of the
registrant issued and outstanding.




<PAGE>



Part I - FINANCIAL INFORMATION

Item 1.           FINANCIAL STATEMENTS


CLEMENTS GOLDEN PHOENIX
ENTERPRISES, INC. AND SUBSIDIARY


FINANCIAL STATEMENTS

JUNE 30, 2001





<PAGE>


C O N T E N T S
                                                                        Page


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheet                                                    F-1

         Statements of Operations                                         F-2

         Statements of Cash Flows                                         F-3

         Notes to Condensed Consolidated Financial Statements             F-4



<PAGE>


<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
JUNE 30, 2001

ASSETS
------------------------------------------------------------------------------- ----------------------
<S>                                                                             <C>
CURRENT ASSETS
     Cash and cash equivalents                                                  $           3,796
     Accounts receivable                                                                    3,622
     Inventory                                                                              9,000
     Loans and accrued interest receivable from former officer, net of
         allowance of $121,326                                                                  -
     Prepaid expenses                                                                       7,839
------------------------------------------------------------------------------- ----------------------
         Total current assets                                                              24,257

PROPERTY AND EQUIPMENT, NET                                                                19,894

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

         TOTAL ASSETS                                                           $          44,911
------------------------------------------------------------------------------- ----------------------

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

CURRENT LIABILITIES
     Accounts payable                                                           $         432,489
     Accrued expenses                                                                     173,425
     Accrued interest payable - stockholders                                              335,746
     Convertible notes                                                                    500,000
     Loans payable-shareholders                                                         1,642,926
------------------------------------------------------------------------------- ----------------------
         Total current liabilities
------------------------------------------------------------------------------- ----------------------

DEFICIENCY IN ASSETS
     Common stock, $.001 par value; 12,500,000 shares authorized; 7,214,201,
         shares issued and outstanding                                                      7,214
     Additional paid-in capital                                                         3,571,311
     Accumulated deficit                                                               (6,618,200)
------------------------------------------------------------------------------- ----------------------
         Total deficiency in assets                                                    (3,039,675)
------------------------------------------------------------------------------- ----------------------

         TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                             $          44,911
------------------------------------------------------------------------------- ----------------------
</TABLE>

                             See accompanying notes.

                                        F-1


<PAGE>

<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2001 AND JUNE 30, 2000

                                                                Three Months    Three Months
                                                                   Ended            Ended
                                                               June 30, 2001    June 30, 2000
------------------------------------------------------------- --------------- ---------------------
<S>                                                           <C>             <C>
REVENUE                                                          $      7,306    $   104,057

COST OF GOODS SOLD                                                     25,794         85,230
------------------------------------------------------------- --------------- ---------------------

GROSS PROFIT (LOSS)                                           (        18,488)        18,827
------------------------------------------------------------- --------------- ---------------------

OPERATING EXPENSES
     Consulting fees                                                  146,595         83,009
     Market research and development                                        -        211,008
     Professional fees                                                 31,192         21,166
     Salaries                                                          78,312         98,030
     Selling, general and administrative                              113,945         81,156
------------------------------------------------------------- --------------- ---------------------
         Total operating expenses
------------------------------------------------------------- --------------- ---------------------

LOSS BEFORE OTHER INCOME (EXPENSE)                            (       388,532)(      517,745)
------------------------------------------------------------- --------------- ---------------------

OTHER INCOME (EXPENSE)
     Interest income                                                        -          1,756
     Interest expense                                         (        64,266)(       42,203)
------------------------------------------------------------- --------------- ---------------------
         Total other income (expense)                         (        64,266)(       40,447)
------------------------------------------------------------- --------------- ---------------------

NET LOSS                                                      (  $    452,798)(  $   514,881)
------------------------------------------------------------- --------------- ---------------------

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                 (  $       0.06)(  $      0.09)
------------------------------------------------------------- --------------- ---------------------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                       7,214,201      5,452,840
------------------------------------------------------------- --------------- ---------------------
</TABLE>

                             See accompanying notes.

                                        F-2


<PAGE>

<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2001 AND JUNE 30, 2000

                                                                                  Three Months  Three Months
                                                                                     Ended          Ended
                                                                                 June 30, 2001  June 30, 2000
------------------------------------------------------------------------------- --------------- ---------------
<S>                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                    ( $  452,798)   ( $ 514,881)
------------------------------------------------------------------------------- --------------- ---------------
    Adjustment to reconcile net loss to net cash used in operating activities:
       Depreciation                                                                    5,898           4,795
       Loss on disposition of transportation equipment                                 4,083               -
       Changes in operating assets and liabilities:
          Accounts receivable                                                          1,878    (    74,867)
          Prepaid consulting fees                                                     48,147    (     9,445)
          Prepaid expenses                                                      (        197)   (       187)
          Inventory                                                                   11,401               -
          Accounts payable                                                           198,327          15,750
          Accrued expenses                                                            67,728    (    22,009)
------------------------------------------------------------------------------- --------------- ---------------
              Total adjustments                                                      337,265    (    85,963)
------------------------------------------------------------------------------- --------------- ---------------
                Net cash used in operating activities                           (    115,533)   (   600,844)
------------------------------------------------------------------------------- --------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                                   -    (    45,349)
    Proceeds from disposition of transportation equipment                             61,750               -
    Increase in loans and interest receivable from former officer                          -    (    15,375)
------------------------------------------------------------------------------- --------------- ---------------
                Net cash provided by (used in) investing activities                   61,750    (    60,724)
------------------------------------------------------------------------------- --------------- ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term borrowings                                                     -          33,249
    Principal payments of long-term debt                                        (     52,689)              -
    Proceeds from stockholder loans                                                   45,048               -
    Principal repayments of stockholder loans                                   (     10,555)   (   124,735)
    Accrued interest payable                                                          62,988          36,500
    Proceeds from issuance of common stock                                                 -         516,000
------------------------------------------------------------------------------- --------------- ---------------
                Net cash provided by financing activities                             44,792         461,014
------------------------------------------------------------------------------- --------------- ---------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                       (      8,991)   (   200,554)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                       12,787         240,451
------------------------------------------------------------------------------- --------------- ---------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                         $    3,796      $  39,897
------------------------------------------------------------------------------- --------------- ---------------

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

    Cash paid for interest                                                        $    1,280      $  42,203
------------------------------------------------------------------------------- --------------- ---------------
</TABLE>

                             See accompanying notes.

                                        F-3


<PAGE>



CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1.           ORGANIZATION AND BASIS OF PRESENTATION

Consolidation

The condensed consolidated financial statements include the accounts of Clements
Golden  Phoenix  Enterprises,  Inc.  and its wholly owned  subsidiary,  Clements
Citrus Sales of Florida,  Inc.  (collectively  "the  Company").  All significant
intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-QSB for quarterly  reports  under section 13 or 15(d) of the  Securities
Exchange Act of 1934.  Accordingly,  they do not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States for complete  financial  statements.  In the opinion of  management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included.  Operating  results for the three month
period ended June 30, 2001 are not  necessarily  indicative  of the results that
may be expected  for the year ending March 31,  2002.  For further  information,
refer to the  Company's  audited  financial  statements  and  footnotes  thereto
included in the Company's  Annual Report on Form 10-KSB for the year ended March
31, 2001.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Net Income (Loss) Per Share

The  Company  applies  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings Per Share" (FAS 128) which  requires dual  presentation  of net income
per share; Basic and Diluted.  Basic earnings (loss) per share is computed using
the weighted  average  number of common  shares  outstanding  during the period.
Diluted  earnings (loss) per share is computed using the weighted average number
of common shares  outstanding  during the period adjusted for incremental shares
attributed  to  outstanding   options  to  purchase   shares  of  common  stock.
Outstanding stock equivalents were not considered in the calculation for periods
in  which  the  Company  sustained  a loss  as  their  effect  would  have  been
anti-dilutive.

                                      F-4

<PAGE>



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassifications

Certain  amounts in the  financial  statements  for the three month period ended
June 30, 2000 have been reclassified to conform with the June 30, 2001 financial
statement  presentation.  Such  reclassifications  had no effect on reported net
income.

NOTE 3. GOING CONCERN CONSIDERATIONS

During the fiscal year ended March 31, 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 condensed consolidated financial statements, the
Company has incurred net losses of  approximately  $450,000 for the three months
ended  June  30,  2001,  and as of June 30,  2001,  the  Company's  consolidated
financial  position  reflects  a working  capital  deficiency  of  approximately
$3,060,000.  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, 2002 the Company plans to continue its equity
fundraising  efforts and is in the  process of  completing  a private  placement
under which the Company is attempting to raise $2,000,000 in exchange for shares
of the Company's common stock.

2.   Financing from Private Loans

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

Profitability

1.   Business Plan

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

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

                                      F-5

<PAGE>



NOTE 3. 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 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 June 30, 2001.

NOTE 5. CONVERTIBLE NOTES PAYABLE

     At June 30, 2001, 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. At June 30, 2001, the note payable
     has matured and is due on demand.

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.

o    $250,000 note dated December 11, 2000 to a stockholder. Interest accrues at
     a rate of 11% per  annum on the  unpaid  principal  balance  and 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.  If not  converted,  the  unpaid
     principal and accrued interest would be 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  1,250  shares of the  Company's  restricted  common
     stock and warrants to purchase  6,250  additional  shares of the  Company's
     restricted common stock.

                                      F-6

<PAGE>



NOTE 6. LOANS PAYABLE - STOCKHOLDERS

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

NOTE 7. RELATED PARTIES

During the three months ended June 30, 2001, an officer of the Company  advanced
approximately  $45,000 for working capital, of which  approximately  $11,000 was
repaid prior to June 30, 2001.  Additionally,  three companies controlled by the
officer  paid  operating  expenses  of  approximately  $55,000  on behalf of the
Company during the three months ended June 30, 2001, all of which is included in
accounts payable at June 30, 2001.

NOTE 8. COMMITMENT

Employment Agreement

On June 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
options 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.

NOTE 9. SUBSEQUENT EVENTS

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.

Litigation

In July 2001, a  stockholder  with demand notes payable  totaling  approximately
$755,000 in principal and accrued  interest  (the "Notes")  provided the Company
with a written  request for payment of all amounts  outstanding  pursuant to the
demand  provisions  of the Notes.  At this time,  the Company has been unable to
repay the  Notes.  Consequently,  the  stockholder  has filed suit  against  the
Company alleging breach of contract and non-payment of the Notes. The outcome of
this  action  as  well  as the  extent  of the  Company's  liability  cannot  be
determined  at this  time.  The  balance  of the Notes and the  related  accrued
interest  due to the  stockholder  are  recorded as current  liabilities  on the
Company's consolidated balance sheet.

                                      F-7

<PAGE>



Item 2. Management's Discussion and Analysis

General

     Clements Golden Phoenix Enterprises,  Inc., a Florida corporation ("CGPE"),
of which Clements Citrus Sales of Florida,  Inc., a Florida corporation ("CCSF")
is a wholly owned subsidiary  (collectively  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 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

                                       11

<PAGE>



matter relating to the Company's  operations,  policies or practices and did not
provide the Company with a letter  describing such disagreement nor request that
the matter be disclosed.

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

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

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

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

     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.

     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.  None of the
defendants has yet to file an answer to the complaint.

Discussion and Analysis

     The  Company is  incorporated  in the State of  Florida.  The  Company  was
originally incorporated as Lucid Concepts, Inc. on July 15, 1994. It changed its
name to the current name in connection with a share exchange between the Company
and CCSF on December 31, 1999 (the  "Agreement").  The Company's common stock is
currently quoted on the Over the Counter Bulletin Board under the symbol "CGPE".
Its executive offices are presently located at 3135 S.W. Mapp

                                       12

<PAGE>



Road, P.O. Box 268, Palm City, FL 34991.  Its telephone number is (561) 287-5958
and its facsimile number is (561) 287-9776.

     The Company was formed with the  contemplated  purpose to  manufacture  and
market  imported  products  from China in the United States and  elsewhere.  The
business  concept  and  plan  was  based  upon   information   obtained  by  the
incorporator  several years before while working in China.  The incorporator was
unable to obtain the  cooperation and assistance of the Chinese and investors to
implement the proposed plan. After development of a business plan and efforts to
develop the business failed, all such efforts were abandoned.  In December 1999,
at the time it acquired CCSF as a wholly-owned  subsidiary,  its purpose changed
to CCSF's initial purpose of citrus exportation.

     The Company was still in the development stage until December 1999 when the
Share  Exchange  took place  between CCSF and the Company and is still  emerging
from that  stage.  The  Company  has only  recently  begun  shipping  its citrus
products to China.  For the three (3) months  ended June 30,  2001,  the Company
generated revenues in the amount of $7,306 from the sale of fruit and juice. Due
to the Company's limited operating  history and limited  resources,  among other
factors, there can be no assurance that profitability or significant revenues on
a quarterly or annual basis will occur in the future.

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



                                       13

<PAGE>



Results of  Operations  -For the Three Months  Ending June 30, 2001 and June 30,
2000

Financial Condition, Capital Resources and Liquidity

     For the quarter ended June 30, 2001 and June 30, 2000, the Company recorded
$7,306 revenues and revenues in the amount of $104,057 respectively.  The reason
for the $96,751 decrease in revenues is because the Company had limited sales in
this quarter.

     For the  quarter  ended June 30,  2001 and June 30,  2000,  the Company had
salary expenses of $78,312 and $98,030.

     For the  quarter  ended June 30,  2001 and June 30,  2000,  the Company had
selling,   general  and   administrative   expenses  of  $113,945   and  $81,156
respectively.  The reason for the  $32,789  increase  in  selling,  general  and
administrative  expenses is because the Company is no longer  recognizing market
research and  development  costs as a separate line item and those  expenses are
therefore lumped in with selling, general and administrative expenses.

     For the quarter  ended June 30, 2001 and June 30,  2000,  the Company  paid
consulting  fees in the  amount  of  $146,595  and  $83,009  respectively.  This
increase of $63,586 was due primarily to increased participation in trade shows.

     For the quarter  ended June 30, 2001 and the quarter  ended June 30,  2000,
the Company had total operating expenses of $370,044 and $494,369 respectively.

Net Losses

     For the quarter  ended June 30, 2001 and the quarter  ended June 30,  2000,
the  Company  reported  a net loss from  operations  of  $452,798  and  $514,881
respectively.

     The ability of the Company to continue as a going concern is dependent upon
increasing sales and obtaining additional capital and financing.  The Company is
currently seeking financing to allow it to begin its planned operations.

Employees

     At June 30, 2001,  the Company  employed  four (4)  persons.  None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
product rollout to accommodate fulfillment needs.

Research and Development Plans

     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

                                       14

<PAGE>



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.

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations,  and other such matters are
forward-looking  statements.  These statements are based on certain  assumptions
and analyses made by the Company in light of its  experience  and its perception
of historical  trends,  current  conditions and expected future  developments as
well as other factors it believes are appropriate in the circumstances. However,
whether  actual  results  or  developments   will  conform  with  the  Company's
expectations and predictions is subject to a number of risks and  uncertainties,
general economic market and business conditions;  the business opportunities (or
lack  thereof)  that may be presented to and pursued by the Company;  changes in
laws or regulation;  and other factors,  most of which are beyond the control of
the Company.

     Consequently,  all of the  forward-looking  statements  made in  this  Form
10-QSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.



                                       15

<PAGE>



PART II

Item 1. 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.  None of the
defendants has yet to file an answer to the complaint.

Item 2. Changes in Securities and Use of Proceeds

         None.

Item 3. Defaults in Senior Securities

         None

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

     No matter was submitted during the quarter ending June 30, 2001, covered by
this report to a vote of the Company's shareholders, through the solicitation of
proxies or otherwise.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

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

<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.
</TABLE>


                                       16

<PAGE>

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

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

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

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

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

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

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

4.6      [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.

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.
</TABLE>


                                       17

<PAGE>

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

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

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

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

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

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

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

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

10.16     *       Agreement between J. R. Ruzzuti and Antonio Doria dated June 29, 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.


                                       18

<PAGE>



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

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

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

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

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

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

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

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

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

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
















                                       19

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
                                  (Registrant)


Date August 20, 2001     By: /s/ Joseph Rizzuti
                         -----------------------------------------------
                         Joseph Rizzuti, Chairman and COO

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

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

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

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

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

                                       20