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, 2002
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, $0.0001 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, 2002,  there were  49,964,241  shares of voting stock of the
registrant issued and outstanding.  Of the 49,964,241 shares of the voting stock
of the registrant issued and outstanding as of June 30, 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 June 30, 2002.




<PAGE>



Part I - FINANCIAL INFORMATION


Item 1. FINANCIAL STATEMENTS

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

FINANCIAL STATEMENTS

JUNE 30, 2002





<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, 2002

ASSETS
------------------------------------------------------------------------------- -------------------
<S>                                                                             <C>
CURRENT ASSETS
     Cash and cash equivalents                                                  $             64
     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                                                             28,224

PROPERTY AND EQUIPMENT, NET                                                               14,284
------------------------------------------------------------------------------- -------------------

         TOTAL ASSETS                                                           $         42,508
------------------------------------------------------------------------------- ===================

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

CURRENT LIABILITIES
     Current portion of long-term debt                                          $              -
     Accounts payable                                                                    552,971
     Accrued expenses                                                                    320,050
     Accrued interest payable - stockholders                                             362,287
     Convertible notes payable                                                           500,000
     Loans payable - stockholders                                                        751,248
------------------------------------------------------------------------------- ------------------
         Total current liabilities                                                     2,486,556

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

         TOTAL LIABILITIES                                                             2,486,556
------------------------------------------------------------------------------- ==================

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                                                        (      7,386,220)
------------------------------------------------------------------------------- ------------------
         Total deficiency in assets                                             (      2,444,048)
------------------------------------------------------------------------------- ------------------

         TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                             $         42,508
------------------------------------------------------------------------------- ==================
</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, 2002 AND JUNE 30, 2001

------------------------------------------------------------------------------------------------------------
                                                               Three Months             Three Months
                                                                  Ended                     Ended
                                                              June 30, 2002             June 30, 2001
 -----------------------------------------------------------------------------------------------------------
<S>                                                        <C>                     <C>
 REVENUE                                                    $                -        $           7,306

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

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

 OPERATING EXPENSES
      Consulting fees                                                        -                  146,595
      Market research and development                                        -                        -
      Professional fees                                                  2,510                   31,192
      Salaries                                                               -                   78,312
      Selling, general and administrative                                8,355                  113,945
 -----------------------------------------------------------------------------------------------------------
          Total operating expenses                                      10,865                  370,044
 -----------------------------------------------------------------------------------------------------------

 LOSS BEFORE OTHER INCOME (EXPENSE)                      (              10,865)    (            388,532)
 -----------------------------------------------------------------------------------------------------------

 OTHER INCOME (EXPENSE)
      Interest income                                                        -                        -
      Interest expense                                   (              37,095)    (             64,266)
 -----------------------------------------------------------------------------------------------------------
          Total other income (expense)                   (              37,095)    (             64,266)
 -----------------------------------------------------------------------------------------------------------

 NET LOSS                                                (  $           47,960)    (  $         452,798)
 --------------------------------------------------------===================================================

 NET LOSS PER COMMON SHARE - BASIC AND DILUTED           (  $             0.00)    (  $            0.06)
 --------------------------------------------------------===================================================

 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                      10,764,201                7,214,201
 --------------------------------------------------------===================================================
</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, 2002 AND JUNE 30, 2001

                                                                                    Three Months       Three Months
                                                                                        Ended              Ended
                                                                                    June 30, 2002      June 30, 2001
-------------------------------------------------------------------------------- ----------------- -------------------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                    ( $      47,960)   ( $     452,798)
------------------------------------------------------------------------------- ------------------ -------------------
 Adjustment to reconcile net loss to net cash (used in) operating activities:
       Depreciation                                                                       1,409              5,898
       Loss on disposition of transportation equipment                                        -              4,083
       Changes in operating assets and liabilities:
          Accounts receivable                                                                 -              1,878
          Prepaid consulting fees                                                             -             48,147
          Prepaid expenses                                                                    -    (           197)
          Inventory                                                                           -             11,401
          Accounts payable                                                                8,187            198,327
          Accrued expenses                                                               38,380             67,728
------------------------------------------------------------------------------- ------------------ -------------------
              Total adjustments                                                          47,976            337,265
------------------------------------------------------------------------------- ------------------ -------------------
                Net cash provided by (used in) operating activities                          16    (       115,533)
------------------------------------------------------------------------------- ------------------ -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from disposition of transportation equipment                                     -             61,750
------------------------------------------------------------------------------- ------------------ -------------------
------------------------------------------------------------------------------- ------------------ -------------------

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

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         16    (         8,991)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                              48             12,787
------------------------------------------------------------------------------- ------------------ -------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                         $          64      $       3,796
------------------------------------------------------------------------------- ------------------ -------------------

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

    Cash paid for interest                                                        $           -      $       1,280
------------------------------------------------------------------------------- ------------------ -------------------
</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,  Globefruits,
Inc. (collectively "the Company").  The wholly owned subsidiary changed its name
from Clements Citrus Sales of Florida, Inc. to Globefruits, Inc in October 2001.
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, 2002 are not  necessarily  indicative  of the results that
may be expected  for the year ending March 31,  2003.  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 June
30, 2002.


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, 2001 have been reclassified to conform with the June 30, 2002 financial
statement  presentation.  Such  reclassifications  had no effect on reported net
income.


NOTE 3. GOING CONCERN CONSIDERATIONS
--------------------------------------------------------------------------------

During the fiscal year ended March 31, 2002 and  continuing in fiscal year 2003,
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 $48,000 for the
three  months  ended  June 30,  2002,  and as of June 30,  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

For the fiscal year ending  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-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, 2002.


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

     At June 30, 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.

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.

                                       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, 2002, a company  controlled by an officer
of the Company paid operating expenses of approximately  $5,000 on behalf of the
Company.  As of June  30,  2002,  the  balance  due to the  related  company  is
approximately $24,000 and is included in accounts payable.

                                       F-7






<PAGE>



Item 2. Management's Discussion and Analysis

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  GlobeFruits,  Inc. f/k/a Clements Citrus Sales of Florida,  Inc., a Florida
corporation ("GF") 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
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 GF as a wholly-owned subsidiary,  its purpose changed to
GF's initial purpose of citrus exportation.

     The Company was still in the development stage until December 1999 when the
Share  Exchange took place between GF and the Company and is still emerging from
that stage. For the three (3) months ended June 30, 2002, the Company  generated
no  revenues.  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
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.

Results of  Operations  -For the Three Months  Ending June 30, 2001 and June 30,
2002

Financial Condition, Capital Resources and Liquidity

     For the quarter ended June 30, 2001 and 2002, the Company recorded revenues
of $7,306 and $0 respectively.

     For the  quarter  ended June 30,  2001 and June 30,  2002,  the Company had
salary  expenses of $78,312 and $0. The reason for the  decrease is a scale back
in operations.


                                       10

<PAGE>



     For the  quarters  ended June 30, 2001 and 2002,  the Company had  selling,
general and administrative expenses of $113,945 and $8,355, respectively.

     For the quarter  ended June 30, 2001 and June 30,  2002,  the Company  paid
consulting fees in the amount of $146,595 and $0 respectively. This decrease was
due primarily to decreased participation in trade shows.

     For the quarter  ended June 30, 2001 and the quarter  ended June 30,  2002,
the Company had total operating  expenses of $370,044 and $10,865  respectively.
The reason for the  decrease was because the Company  significantly  scaled back
its operations.

Net Losses

     For the quarter  ended June 30, 2001 and the quarter  ended June 30,  2002,
the  Company  reported  a net loss  from  operations  of  $452,798  and  $47,960
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 continue its planned operations.

Employees

     At June 30, 2002, the Company employed one (1) person,  Joseph Rizzuti, who
acts as the Company's sole officer and director.

Research and Development Plans

         None.

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

                                       11

<PAGE>



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.

PART II

Item 1. Legal Proceedings.

     In  September  2002,  Graceland  Fruit,  Inc.  sued GF and received a final
judgment in the amount of $20,284.01, which judgment bears interest at a rate of
nine percent per annum.

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, 2002, 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.
</TABLE>


                                       12

<PAGE>


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

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

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

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

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

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

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

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

4.6      [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.
</TABLE>

                                       13

<PAGE>


<TABLE>
<S>      <C>      <C>
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.

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. Ruzzuti 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.
</TABLE>


                                       14

<PAGE>



<TABLE>
<S>      <C>      <C>
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.

[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.


                                       15

<PAGE>



[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.  An amended 8-K
was filed on September  18, 2002,  which  report  amended the report  previously
filed August 13, 2002.














                                       16

<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 September 18, 2002         By:/s/ Joseph Rizzuti
                                -----------------------------------------
                                Joseph Rizzuti, sole officer and director

                                       17

<PAGE>

                                 CERTIFICATIONS

     I, Joseph Rizzuti, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Clements Golden
Phoenix Enterprises, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.



Date: September 18, 2002

/s/ Joseph Rizzuti
--------------------------------
Joseph Rizzuti
Chief Executive Officer (or equivalent thereof)

     I, Joseph Rizzuti, certify that:

     1. I have reviewed this quarterly  report on Form 10-QSB of Clements Golden
Phoenix Enterprises, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.



Date: September 18, 2002

/s/ Joseph Rizzuti
--------------------------------
Joseph Rizzuti
Chief Financial Officer (or equivalent thereof)