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: December 31, 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, $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 December 31, 2001, there were 9,714,241 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

                               DECEMBER 31, 2001





<PAGE>


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

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

         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)
DECEMBER 31, 2001

ASSETS
------------------------------------------------------------------------------- ------------------------
<S>                                                                             <C>
CURRENT ASSETS
     Cash and cash equivalents                                                    $             466
     Accounts receivable                                                                    110,404
     Loans and accrued interest receivable from former officer, net of
         allowance of $121,326                                                                    -
     Prepaid expenses                                                                        25,293
------------------------------------------------------------------------------- ------------------------
         Total current assets                                                               136,163

PROPERTY AND EQUIPMENT, NET                                                                  17,102

OTHER ASSETS                                                                                    573
------------------------------------------------------------------------------- ------------------------

         TOTAL ASSETS                                                             $         153,838
------------------------------------------------------------------------------- ------------------------

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

CURRENT LIABILITIES
     Accounts payable                                                             $         602,605
     Accrued expenses                                                                       231,077
     Accrued interest payable - stockholders                                                288,169
     Convertible notes payable                                                              500,000
     Loans payable-stockholders                                                             671,248
------------------------------------------------------------------------------- ------------------------
         Total current liabilities                                                        2,293,099
------------------------------------------------------------------------------- ------------------------

DEFICIENCY IN ASSETS
     Common stock, $.001 par value; 12,500,000 shares authorized; 9,714,201
         shares issued and outstanding                                                        9,714
     Additional paid-in capital                                                           4,852,364
     Accumulated deficit                                                        (         7,001,339)
------------------------------------------------------------------------------- ------------------------
         Total deficiency in assets                                             (         2,139,261)
------------------------------------------------------------------------------- ------------------------

         TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                               $        153,838
------------------------------------------------------------------------------- ------------------------
</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 AND NINE MONTH PERIODS ENDED DECEMBER 31, 2001 AND 2000
-----------------------------------------------------------------------------------------------------------------------------------

                                                       Three Months Ended                 Nine Months Ended
                                                          December 31,                      December 31,
                                              --------------------------------- --------------------------------------
                                                     2001              2000            2001              2000
--------------------------------------------- --------------------------------- --------------------------------------
<S>                                           <C>                <C>            <C>               <C>
REVENUE                                         $   109,658       $      89,424   $   132,921       $     193,481

COST OF GOODS SOLD                                    92,454             72,575        132,465            203,815
--------------------------------------------- --------------------------------- --------------------------------------

GROSS PROFIT (LOSS)                                   17,204             16,849            456    (        10,334)
--------------------------------------------- --------------------------------- --------------------------------------

OPERATING EXPENSES
   Consulting fees                                    49,000             91,664        203,595            515,890
   Market research and development                         -            198,341              -            517,497
   Professional fees                                  13,484             33,332         59,325             74,079
   Salaries                                           47,635             84,173        186,005            277,831
   Selling, general and administrative                41,378            229,044        209,485            433,995
--------------------------------------------- --------------------------------- --------------------------------------
     Total operating expenses                        151,497            636,554        658,410          1,819,292
--------------------------------------------- --------------------------------- --------------------------------------

LOSS BEFORE OTHER INCOME (EXPENSE)            (      134,293)   (       619,705)(      657,954)   (     1,829,292)
--------------------------------------------- --------------------------------- --------------------------------------

OTHER INCOME (EXPENSE)
     Interest income                                       2              2,041              6              6,607
     Interest expense                         (       54,693)   (        49,609)(      177,989)   (       135,481)
--------------------------------------------- --------------------------------- --------------------------------------
     Total other income (expense)             (       54,691)   (        47,568)(      177,983)   (       128,874)
--------------------------------------------- --------------------------------- --------------------------------------

NET LOSS                                      ( $    188,984)   ( $     667,273)( $    835,937)   ( $   1,958,500)
--------------------------------------------- --------------------------------- --------------------------------------

NET LOSS PER COMMON SHARE - BASIC AND DILUTED ( $       0.02)   ( $        0.02)( $       0.10)   ( $        0.08)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING      9,714,201          5,558,823      8,541,756          5,016,441
--------------------------------------------- --------------------------------- --------------------------------------
</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 NINE MONTH PERIODS ENDED DECEMBER 31, 2001 AND 2000
---------------------------------------------------------------------------------------------------------------------------

                                                                                     Nine Months           Nine Months
                                                                                        Ended                 Ended
                                                                                  December 31, 2001     December 31, 2000
------------------------------------------------------------------------------- --------------------- ---------------------
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                    ( $      835,937)     ( $    1,958,500)
------------------------------------------------------------------------------- --------------------- ---------------------
    Adjustment to reconcile net loss to net cash used
     in operating activities:
       Depreciation and amortization                                                       8,690                14,466
       Bad debts                                                                               -                29,507
       Common stock issued for services                                                        -                23,346
       Loss on disposition of transportation equipment                                     4,083                     -
       Changes in operating assets and liabilities:
          Account receivable                                                    (        104,904)     (         57,501)
          Interest receivable                                                                  -      (          5,043)
          Prepaid consulting fees                                                         48,147               103,000
          Inventory                                                                       20,401                 1,317
          Prepaid expenses                                                      (         17,650)                    -
          Accounts payable - trade                                                       368,443                62,959
          Accounts payable - related party                                                     -                40,000
          Accrued expenses                                                               125,380                16,553
          Accrued interest payable                                                       173,963               118,408
------------------------------------------------------------------------------- --------------------- ---------------------
              Total adjustments                                                 (        626,553)              347,012
------------------------------------------------------------------------------- --------------------- ---------------------
                Net cash used in operating activities                           (        209,384)     (      1,611,488)
------------------------------------------------------------------------------- --------------------- ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                                       -      (         46,942)
    Proceeds from disposition of transportation equipment                                 61,750                     -
    Other assets                                                                             186                19,080
------------------------------------------------------------------------------- --------------------- ---------------------
                Net cash provided by (used in) investing activities                       61,936      (         27,862 )
------------------------------------------------------------------------------- --------------------- ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Loans to former officer                                                                    -      (         26,887)
    Proceeds from convertible notes payable                                                    -               442,812
    Proceeds from subscription deposit, net                                                    -               196,900
    Proceeds from long-term borrowings                                                         -                38,229
    Principal payments of long-term debt                                        (         52,689)     (         17,709)
    Proceeds from stockholder loans                                                      210,871                     -
    Principal repayments of stockholder loans                                   (         23,055)     (         28,232)
    Proceeds from issuance of common stock                                                     -               803,278
------------------------------------------------------------------------------- --------------------- ---------------------
                Net cash provided by financing activities                                135,127             1,408,391
------------------------------------------------------------------------------- --------------------- ---------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                       (         12,321)     (        230,959)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                                         $          466        $        9,492
------------------------------------------------------------------------------- --------------------- ---------------------

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

    Cash paid for interest                                                        $        4,026        $      133,003
------------------------------------------------------------------------------- --------------------- ---------------------

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
------------------------------------------------------------------------------- --------------------- ---------------------

  Notes payable and accrued interest transferred to additional paid-in capital  ( $      783,552)       $            -
------------------------------------------------------------------------------- --------------------- ---------------------
</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 of America 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 and nine month periods
     ended December 31, 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 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 and nine month
     periods ended December 31, 2000 have been  reclassified to conform with the
     December 31, 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
     $189,000  and  $836,000  for the three and nine months  ended  December 31,
     2001,  respectively.  In addition,  the  Company's  consolidated  financial
     position reflects a working capital deficiency of approximately  $2,150,000
     at December  31,  2001.  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  $6,000,000  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 2.

                                      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 December 31, 2001.


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

     At December 31, 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. 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.

     During the nine months ended December 31, 2001,  loans payable  aggregating
     $500,000 were converted into 2,500,000 shares of restricted common stock.


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

     During the nine months ended  December 31, 2001,  an officer of the Company
     advanced approximately $133,000 for working capital, of which approximately
     $15,000  was  repaid  prior  to  December  31,  2001.  Additionally,  three
     companies   controlled   by  the  officer   paid   operating   expenses  of
     approximately $73,000 on behalf of the Company during the nine months ended
     December  31,  2001,  of which  approximately  $11,000 was repaid  prior to
     December  31, 2001 and the  remainder  is  included in accounts  payable at
     December 31, 2001.


--------------------------------------------------------------------------------
NOTE 8. COMMITMENT AND CONTINGENCY
--------------------------------------------------------------------------------

Sales Commission Agreements

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

Employment Agreement

     On September 26, 2001,  the Company  entered into an  employment  agreement
     with the president of the Company  effective July 1, 2001. The agreement is
     for a period  of two  years at a salary of  $75,000  per year plus  certain
     bonuses based on the Company's revenues.  In connection with the agreement,
     the president  received 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. The employee resigned in October 2001.

Supplier Agreement

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

Letter of Intent

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


                                      F-7


<PAGE>


--------------------------------------------------------------------------------
NOTE 8.           COMMITMENT AND CONTINGENCY (Continued)
--------------------------------------------------------------------------------

Litigation

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




                                      F-8

<PAGE>



Item 2. Management's Discussion and Analysis

General

     In October 2001, the Registrant's  wholly owned subsidiary changed its name
from Clements Citrus Sales of Florida, Inc. to GlobeFruits, Inc. ("GF").

     In  October  2001,  Anne-Marie  Ludlum  resigned  as  the  Company's  Chief
Financial  Officer,  Antonio Doria  resigned as the Company's  President,  Chief
Executive  Officer and as a Director,  Marvin Burstein resigned as the Company's
Chief  Financial  Officer  and Samuel P. Sirkis  resigned  as a  Director.  None
furnished the Registrant with a letter requesting that any matter be disclosed.

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

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 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.  The Company has only recently begun shipping its citrus products to
China.  For the three (3) months ended December 31, 2001, the Company  generated
revenues in the amount of $109,658 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.

                                       12

<PAGE>



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

Results  of  Operations  -For the Three  Months  Ending  December  31,  2001 and
December 31, 2000 and the Nine Months  ended  December 31, 2001 and December 31,
2000

Financial Condition, Capital Resources and Liquidity

     For the quarter ended  December 31, 2001 and December 31, 2000, the Company
recorded   $109,658  revenues  and  revenues  in  the  amount  of  $89,424
respectively.

     For the nine (9) months ended  December 31, 2001 and December 31, 2000, the
Company  recorded  revenues  in  the  amount  of  $132,921  and  $193,481
respectively.  The reason for the  decrease  in  revenues is a decrease in sales
activities.

     For the quarter ended  December 31, 2001 and December 31, 2000, the Company
had  salary  expenses  of  $47,635  and  $84,173.  The  reason for the
decrease is a scale back in operations.

     For the nine (9) months ended  December 31, 2001 and December 31, 2000, the
Company had salary expenses of $186,005 and $277,831.

     For the quarter ended December 31, 2001,  the Company had selling,  general
and  administrative  expenses  of  $41,378.  For the nine (9) months  ended
December 31, 2001, the Company had selling,  general and administrative expenses
in the approximate amount of $209,485.


                                       13

<PAGE>



     For the quarter ended  December 31, 2001 and December 31, 2000, the Company
paid consulting fees in the amount of $49,000 and $91,664  respectively.
This decrease of  $42,664  was due primarily to decreased  participation  in
trade shows.

     For the nine (9) months ended  December 31, 2001 and December 31, 2000, the
Company paid consulting fees in the amount of  $203,595  and $515,890
respectively.

     For the quarter ended  December 31, 2001 and the quarter ended December 31,
2000, the Company had total  operating  expenses of $151,497  and $636,554
respectively.

     For the nine (9) months ended  December 31, 2001 and December 31, 2000, the
Company had total operating  expenses in the  approximate  amount of $658,410
and $1,819,292  respectively.  The reason for the decrease of $1,160,882,  was
because the Company scaled back its operations.

Net Losses

     For the quarter ended  December 31, 2001 and the quarter ended December 31,
2000,  the  Company  reported  a net loss from  operations  of  $188,984  and
$667,273 respectively.

     For the nine (9) months  ended  December  31,  2001 and the nine (9) months
ended December 31, 2000, the Company  reported a net loss from operations in the
amount of $835,937 and approximately $1,958,500.

     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 December 31, 2001, the Company employed three (3) 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  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.

                                       14

<PAGE>



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.

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 GF 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.  Since  that time,  the
lawsuit  has been  settled by and  between  all  parties  and a  dismissal  with
prejudice entered with the Court.

Item 2. Changes in Securities and Use of Proceeds

None.



                                       15

<PAGE>



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  December  31,  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.

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

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

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

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

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

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


                                       16

<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       17

<PAGE>


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

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.
--------------------
(*  Filed herewith)
</TABLE>





                                                        18

<PAGE>


[1]  Previously  filed with the  Company's  Registration  Statement on Form 10SB
     filed August 24, 1999.
[2]  Previously  filed  with the  Company's  Current  Report  on Form 8-K  filed
     January 12, 2000.
[3]  Previously filed with the Company's  Current Report on Form 8-K filed April
     18, 2000.
[4]  Previously  filed with the Company's Annual Report on Form 10KSB filed July
     12, 2000.
[5]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 21, 2000.
[6]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     November 14, 2000.
[7]  Previously  filed  with the  Company's  Current  Report  on Form 8-K  filed
     December 26, 2000.
[8]  Previously  filed  with the  Company's  Current  Report on Form 8-KA  filed
     February 15, 2001.
[9]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     February 20, 2001.
[10] Previously  filed with the Company's Annual Report on Form 10KSB filed July
     16, 2001.
[11] Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 20, 2001.
[12] Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     November 19, 2001.


(b) A report on Form 8-K was  filed on  January  12,  2000  reporting  the Share
Exchange  conducted  between the Company and  Clements  Citrus Sales of Florida,
Inc. on December 31, 1999. An amended  report on Form 8-KA was filed on February
28, 2000 which  included the required  financial  statements of Clements  Citrus
Sales of Florida,  Inc.  Another  report on Form 8-K was filed on April 18, 2000
changing the  Company's  fiscal year to March 31. A report on Form 8-K was filed
on  December  26,  2000  disclosing  a  change  in the  Registrant's  Certifying
Accountant.  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 February 19, 2002        By: /s/ Joseph Rizzuti
                              ---------------------------------
                              Joseph Rizzuti, sole officer and director












                                                        20