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: September 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 September 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  September  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 September 30, 2002.




<PAGE>



Part I - FINANCIAL INFORMATION

Item 1.           FINANCIAL STATEMENTS

                             Clements Golden Phoenix
                        Enterprises, Inc. and Subsidiary
                              FINANCIAL STATEMENTS
                               September 30, 2002





                                  TABLE OF CONTENTS




Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets                                      1

Condensed Consolidated Statements of Operations                            2

Condensed Consolidated Statements of Cash Flows                            3

Notes to Condensed Consolidated Financial Statements                       4





<PAGE>




<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                               September 30,          March 31,
                                                                                    2002                 2002
                                                                             ------------------    ----------------
                                                                                 (Unaudited)           (Audited)
CURRENT ASSETS
<S>                                                                           <C>                  <C>
Cash and cash equivalents                                                     $               -    $             48
Accounts receivable, net of allowance of $82,244                                         28,160              28,160

Loans and accrued interest receivable from former officer, net of
allowance of $121,326                                                                         -                   -
                                                                             ------------------    ----------------
Total current assets                                                                     28,160              28,208

PROPERTY AND EQUIPMENT, NET                                                              13,018              15,693
                                                                             ------------------    ----------------

TOTAL ASSETS                                                                  $          41,178     $        43,901
                                                                             ==================    ================

LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES
Accounts payable                                                              $         584,743     $       544,784
Accrued expenses                                                                        330,835             318,765
Accrued interest payable - stockholders                                                 399,017             325,192
Convertible notes payable                                                               500,000             500,000
Loans payable -- stockholders                                                           751,248             751,248
TOTAL LIABILITIES                                                                     2,565,843           2,439,989
                                                                             ------------------    ----------------

DEFICIENCY IN ASSETS

Common stock, $.001 par value; 50,000,000 shares authorized;
10,764,201 shares issued and outstanding                                                 10,764              10,764
Additional paid-in capital                                                            4,931,408           4,931,408
Accumulated deficit                                                                  (7,466,837)         (7,338,260)
TOTAL DEFICIENCY IN ASSETS                                                           (2,524,665)         (2,396,088)
                                                                             ------------------    ----------------

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                                    $          41,178    $         43,901
                                                                             ==================    ================
</TABLE>


                             See accompanying notes.

                                        1


<PAGE>





<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001

                                                         Three months ended                    Six months ended
                                                           September 30,                         September 30,
                                                ------------------------------------  -----------------------------------
                                                      2002               2001               2002              2001
                                                -----------------  -----------------  ----------------  -----------------

<S>                                              <C>                <C>               <C>               <C>
REVENUE                                          $              -   $         15,957  $              -  $         23,263

COST OF GOODS SOLD                                              -             14,633                 -             40,427
                                                -----------------  -----------------  ----------------  -----------------

GROSS PROFIT (LOSS)                                             -              1,324                 -            (17,164)
                                                -----------------  -----------------  ----------------  -----------------

OPERATING EXPENSES
Consulting fees                                                 -              7,999                 -            154,594
Professional fees                                          41,272             17,148            43,782             48,340
Salaries                                                        -             60,058                 -            138,370
Selling, general and administrative                         2,477             52,911            10,970            166,856
Total operating expenses                                   43,749            138,116            54,752            508,160
                                                -----------------  -----------------  ----------------  -----------------

LOSS BEFORE OTHER INCOME (EXPENSE)                        (43,749)          (136,792)          (54,752)          (525,324)
                                                -----------------  -----------------  ----------------  -----------------

OTHER INCOME (EXPENSE)
Interest income                                                 -                  2                 -                  2
Interest expense                                          (19,227)           (57,365)          (73,825)          (121,631)
Total other income (expense)                              (19,227)           (57,363)          (73,825)          (121,629)
                                                -----------------  -----------------  ----------------  -----------------

NET LOSS                                                  (62,976)          (194,155)         (128,577)          (646,953)
                                                =================  =================  ================  =================


NET LOSS PER COMMON SHARE - BASIC AND DILUTED   $          (0.01) $           (0.02) $          (0.01) $           (0.08)
                                                =================  =================  ================  =================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING          10,764,201          8,668,005        10,764,201          7,949,091
                                                =================  =================  ================  =================
</TABLE>



                             See accompanying notes.

                                        2




<PAGE>




<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001

                                                                                     2002              2001
                                                                                ---------------   ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>               <C>
Net loss                                                                        $      (128,577)  $       (646,953)
                                                                                ---------------   ----------------
Adjustment to reconcile net loss to net cash (used in) operating activities:
Depreciation                                                                              2,675              7,353
Loss on disposition of transportation equipment                                               -              4,083
Changes in operating assets and liabilities:
Accounts receivable                                                                           -              3,309
Prepaid consulting fees                                                                       -             48,147
Prepaid expenses                                                                              -             (3,872)
Inventory                                                                                     -             20,401
Accounts payable                                                                         39,959            240,108
Accrued interest payable                                                                 73,825            119,271
Accrued expenses                                                                         12,070             81,574
Total adjustments                                                                       128,529            520,374
                                                                                ---------------   ----------------
Net cash used in operating activities                                                       (48)          (126,579)
                                                                                ---------------   ----------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of long-term debt                                                          -            (52,689)
Proceeds from stockholder loans                                                               -            118,470
Principal repayments of stockholder loans                                                     -            (10,555)
Net cash provided by financing activities                                                     -             55,226
                                                                                ---------------   ----------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                       (48)            (9,603)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                                       $             -   $          3,184
                                                                                ===============   ================

Supplemental Disclosure:
Cash paid for interest                                                          $             -   $          1,280
Cash paid for taxes                                                             $             -   $              -
</TABLE>


                             See accompanying notes.

                                        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 six month period
ended September 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, 2

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.



                                        4


<PAGE>


NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION (continued)

Reclassifications

Certain  amounts in the  financial  statements  for the six month  period  ended
September 30, 2001 have been reclassified to conform with the September 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 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  $129,000 for the six months
ended  September  30,  2002,  and  as  of  September  30,  2002,  the  Company's
consolidated  financial  position  reflects  a  working  capital  deficiency  of
approximately  $2,525,000.  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:

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

     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 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 September 30, 2002.

                                       5

<PAGE>




NOTE 5. CONVERTIBLE NOTES PAYABLE

At June 30, 2002, convertible notes payable consisted of the following:

     -    $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.

     -    $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.

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

NOTE 6. LOANS PAYABLE - STOCKHOLDERS

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

NOTE 7. RELATED PARTIES

During the six months  ended  September  30, 2002,  a company  controlled  by an
officer of the Company paid operating expenses of approximately $9,000 on behalf
of the Company. As of September 30, 2002, the balance due to the related company
is approximately $28,000 and is included in accounts payable.

                                       6



<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
Agreement  took place between GF and the Company and is still emerging from that
stage. For the three (3) months ended September 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 and Six Months Ended September 30, 2002 and
September 30, 2001

Financial Condition, Capital Resources and Liquidity

     For the quarter  ended  September 30, 2002 and 2001,  the Company  recorded
revenues of $0 and $15,957 respectively.  For the six months ended September 30,
2002 and 2001, the Company recorded revenues of $0 and $23,263 respectively.


                                       7

<PAGE>



     For the quarter ended  September 30, 2002 and 2001,  the Company had salary
expenses  of $0 and  $60,058.  The  reason for the  decrease  is a scale back in
operations.  For the six months ended  September 30, 2002 and 2001,  the Company
had salary expenses of $0 and $138,370.

     For the quarter ended September 30, 2002 and 2001, the Company had selling,
general and administrative expenses of $2,477 and $52,911, respectively. For the
six months ended  September 30, 2002 and 2001, the Company had selling,  general
and administrative expenses of $10,970 and $166,856, respectively.

     For the  quarter  ended  September  30,  2002 and 2001,  the  Company  paid
professional  fees in the  amount of  $41,272  and  $17,148  respectively.  This
decrease was due primarily to decreased  participation  in trade shows.  For the
six months ended  September 30, 2002 and 2001, the Company paid  consulting fees
in the amount of $43,782 and $48,340  respectively.  Although  the  professional
fees are considerably  higher for the 3 months ended September 2002 than for the
3 months  ended  September  2001,  they are  comparable  for the 9 months  ended
September 2002 and 2001.

     For the  quarter  ended  September  30,  2002 and 2001,  the  Company  paid
consulting fees in the amount of $0 and $7,999  respectively.  This decrease was
due  primarily to  decreased  participation  in trade shows.  For the six months
ended  September  30, 2002 and 2001,  the Company  paid  consulting  fees in the
amount of $0 and $154,594 respectively.

     For the quarter ended  September  30, 2002 and 2001,  the Company had total
operating  expenses of $43,749  and  $138,116  respectively.  The reason for the
decrease was because the Company  significantly scaled back its operations.  For
the six  months  ended  September  30,  2002 and  2001,  the  Company  had total
operating expenses of $54,752 and $508,160 respectively.

Net Losses

     For the quarter ended  September 30, 2002 and 2001, the Company  reported a
net loss from  operations  of $62,976  and  $194,155  respectively.  For the six
months ended  September 30, 2002 and 2001, the Company  reported a net loss from
operations of $128,577 and $646,953 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 September 30, 2002, the Company employed one (1) person, Joseph Rizzuti,
who acts as the Company's sole officer and director.




                                       8

<PAGE>


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 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  September  30,  2002,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

                                       9

<PAGE>



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.

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.
</TABLE>

                                       10

<PAGE>


<TABLE>
<S>      <C>      <C>
4.9      [12]     Warrant in favor of Antonio Doria dated July 24, 2001.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       11

<PAGE>


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

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

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

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

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

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

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

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

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

99.1     *        Sarbanes Oxley Certification by Chief Executive Officer.

99.2     *        Sarbanes Oxley Certification by Chief Financial Officer.
--------------------
</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.


                                       12

<PAGE>



[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.  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.












                                       13

<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 November 14, 2002       By:/s/ Joseph Rizzuti
                             ----------------------------------------
                             Joseph Rizzuti, sole officer and director









                                       14

<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: November 14, 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: November 14, 2002

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



                                       15