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, 2000
Commission file no.:  0-27137

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

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

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

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

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

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

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

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

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







<PAGE>



         Indicate by Check whether the issuer (1) filed all reports  required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No
                           ---             ---

         As of September 30, 2000, there were 14,249,382  shares of voting stock
of the registrant issued and outstanding.




<PAGE>



Part I - FINANCIAL INFORMATION

Item 1.           FINANCIAL STATEMENTS



                                TABLE OF CONTENTS




Accountants' Review Report


Financial Statements                                                       PAGE


   Balance Sheet-Consolidated..............................................F-2

   Statement of Operations-Consolidated....................................F-4

   Statement of Changes in Stockholders' Equity-Consolidated...............F-5

   Statement of Cash Flows-Consolidated....................................F-6

   Notes to Financial Statements...........................................F-7








<PAGE>



                    Clements Golden Phoenix Enterprises, Inc.

                           BALANCE SHEET-CONSOLIDATED
                      September 30, 2000 and March 31, 2000

<TABLE>
<CAPTION>
<S>                                                  <C>                   <C>
                                                     September 30, 2000    March  30, 2000

                  ASSETS
Current Assets

    Cash and Equivalents                             $       2,860         $    240,451
           Account Receivable                               29,507                  -0-
           Loan Receivable-Shareholder                      80,566               66,735
           Interest Receivable-Shareholder                  13,182                9,868
           Retainers - Consulting & Marketing               19,959              103,000
           Inventory Frozen Concentrate                        -0-               27,753
                           Display Items                     8,899                8,899
                                                     -------------         -------------

       Total Current Assets                                154,973              456,706

Fixed Assets

           Vehicle                                          88,827               45,353
           Equipment                                        27,491               25,616
     Less accumulated depreciation                        ( 15,550)           (   5,959)
                                                     -------------         -------------

        Total Fixed Assets                                 100,768               65,010

Other Assets

         Other assets                                       20,027               19,840
                                                     -------------         -------------

       Total Other Assets                                   20,027               19,840
                                                     -------------         -------------

TOTAL ASSETS                                         $     275,768         $    541,556
                                                     =============         =============
</TABLE>












                 See accompanying notes and accountants'report.

                                       F-2


<PAGE>


<TABLE>
<CAPTION>
                    Clements Golden Phoenix Enterprises, Inc.

                           BALANCE SHEET-CONSOLIDATED
                      September 30, 2000 and March 31, 2000

                      LIABILITIES AND STOCKHOLDER'S EQUITY




                                                     September 30, 2000    March 31, 2000
<S>                                                  <C>                   <C>
Current Liabilities

    Account Payable                                  $   96,776           $     129,086
    Accrued Payroll                                       9,375                     -0-
    Payroll Taxes Payable                                   -0-                  20,772
    Health Insurance Payable                                -0-                   1,237
    Accrued Interest Payable                            181,839                 103,779
    Convertible Notes                                   225,000                 125,000
    Subscription Payable                                    -0-                   3,100
    Loan Payable-Shareholders                         1,320,135               1,294,273
    Current Portion Long Term Debt                       23,534                  11,766
                                                     -------------         -------------

       Total Current Liabilities                      1,856,659               1,689,013

Long Term Liabilities

    Note Payable Lincoln Navigator                       41,156                  26,463

Stockholders' Equity

     Common Stock, $.001 par value,  50,000,000
     shares authorized and 14,249,382 outstanding
     September 30, 2000 5,410,000 outstanding
     March 31,2000                                       14,249                   5,410
     Paid in capital in excess of par value           2,924,184               2,089,923
     Retained Earnings                              ( 4,560,480)            ( 3,269,253)
                                                     -------------         -------------

        Total Stockholder's Equity                  ( 1,622,047)             (1,173,920)
                                                     -------------         -------------

TOTAL LIABILITIES AND
   STOCKHOLDER'S  EQUITY                             $  275,768            $    541,556
                                                     =============         =============
</TABLE>


                     See accompanying notes and accountants'
                                    report.

                                       F-3






<PAGE>


<TABLE>
<CAPTION>
                    Clements Golden Phoenix Enterprises, Inc.
                      STATEMENT OF OPERATIONS-CONSOLIDATED
              FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2000
                     AND FOR SHORT YEAR ENDED MARCH 31, 2000







                                       Three  Months        Six  Months         Short year end
                                   September 30, 2000    September 30, 2000     March 31, 2000
                                   ------------------    ------------------     ---------------
<S>                                <C>                   <C>                    <C>
REVENUE
     Sale Fruit & Juice             $         -0-        $      104,057         $         -0-
                                   ------------------    ------------------     ---------------

        Total Revenue                         -0-               104,057                    -0-

PURCHASES
      Purchases Fruit                     51,190                106,892                    172
      Shipping, Packaging, Storage        40,363                 68,891                 97,702
      Contract Labor                       2,300                  3,300                    500
                                   ------------------    ------------------     ---------------
    Total Purchases                       93,853                179,083                 98,374
                                   ------------------    ------------------     ---------------
      Gross Profit Margin             (   93,853)             (  75,026)            (  98,374)


GENERAL AND ADMINISTRATIVE EXPENSES

      General and Administrative          60,117                119,376                60,253
       Consulting Fees                   341,217                424,226                   -0-
       Depreciation                        4,795                  9,590                 2,137
       Interest Expense                   43,669                 85,872                41,236
       Insurance                           6,539                 13,919                 8,015
       Legal & Accounting Fees            19,581                 40,747                34,178
       Market Research & Development     108,148                319,156               531,220
       Salaries                           95,628                193,658                97,785
       Tax-Payroll                         4,501                 12,196                 8,570
       Tax-Other                             -0-                  2,027                    73
                                   ------------------    ------------------     ---------------
 Total Administrative Expenses          684,195               1,220,767               783,467
                                   ------------------    ------------------     ---------------

 Net Loss Before Other Income       (   778,048)             (1,295,793)          (  881,841)
                                   ------------------    ------------------     ---------------

OTHER INCOME
      Interest Income                     1,702                  4,566                 1,756
                                   ------------------    ------------------     ---------------

        Net  Loss                  $ (  776,346)         $ ( 1,291,227)         $ (  880,085)
                                   ==================    ==================     ===============

</TABLE>






                 See accompanying notes and accountants' report.


                                       F-4




<PAGE>



                    Clements Golden Phoenix Enterprises, Inc.

            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY-CONSOLIDATED
                      SEPTEMBER 30, 2000 and MARCH 31, 2000

<TABLE>
<CAPTION>
<S>                                <C>         <C>              <C>             <C>
                                    COMMON     ADDITIONAL       RETAINED
                                     STOCK     PAID IN CAPITAL  EARNINGS        TOTAL

Balance December 31, 1999          $  5,000    $   856,629      $ (2,389,167)   $(1,527,538)

      Net Loss                                                    (  880,086)    (  880,086)

      Sale of Stock                     410                                             410

     Additional Paid in Capital                  1,233,294                        1,233,294
                                   --------    -----------      -------------   ------------

Balance March 31, 2000                5,410      2,089,923       ( 3,269,253)    (1,173,920)

Net Loss                                                         ( 1,291,227)    (1,291,227)

Sale of Stock                         8,839        834,261                 0        843,100
                                   --------    -----------       ------------   ------------



Balance September 30, 2000         $ 14,249     $2,924,184       $(4,560,480)   $(1,622,047)
                                   ========     ==========       ============   ============
</TABLE>











                 See accompanying notes and accountants' report.
                                       F-5


<PAGE>


                    Clements Golden Phoenix Enterprises, Inc.
                      STATEMENT OF CASH FLOWS-CONSOLIDATED
              FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2000
                       AND SHORT YEAR ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
<S>                                                          <C>                <C>                       <C>
                                                            Three months           Six Months             Short Year Ended
                                                          September 30, 2000    September 30, 2000        March 31, 2000

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss                                                $  ( 776,346)      $   (1,291,227)           $    (880,085)
       Adjustments to reconcile net income to net
       Cash provided by operating activities
          (Increase) decrease in:
      Depreciation                                                  4,795                9,590                    2,137
                 Account Receivable                                45,360              (29,507)                     -0-
                 Due from Golden Phoenix                              -0-                  -0-                       36
                 Inventory-Frozen Concentrate                      27,753               27,753                    2,965
                 Note Receivable                                (     145)             (13,831)              (   14,440)
                 Interest Receivable                            (   1,625)           (   3,314)              (    1,239)
                 Marketing Materials                                  -0-            (     187)                     -0-
                 Retainers Consulting - Marketing                  92,486               83,041                ( 103,000)

         Increase (Decrease ) in:
                 Account Payable                                (  48,060)            ( 32,310)               (  45,410)
                  Payroll Taxes Payable                               -0-           (   20,772)                  17,775
                  Health Insurance Payable                            -0-          (     1,237)                   1,237
                  Accrued Payroll                                   9,375                9,375                      -0-
                 Accrued Interest payable                          41,560               78,060                (  34,616)
                                                              ------------      --------------             -------------

NET CASH USED BY OPERATING ACTIVITIES                         (   604,847)         ( 1,184,566)             ( 1,054,640)

             CASH FLOWS FROM INVESTING ACTIVITIES

                 Equipment                                            -0-           (   45,349)              (   58,312)
                                                              ------------      --------------             -------------

NET CASH USED BY INVESTING ACTIVITIES                                 -0-            (  45,349)               (  58,312)

CASH FLOWS FROM FINANCING ACTIVITIES
                   Convertible Note                               100,000              100,000                  125,000
                  Subscription Payable                                -0-                  -0-                    3,100
                   Loan Payable Navigator                       (   6,788)              26,461                   38,229
                      Loan Payable-Shareholders                   150,598               25,863               (   57,125)
                 Common Stock                                       8,786                8,786                      410
                 Additional Paid in Capital                       315,214              831,214                1,233,294
                                                              ------------      --------------             -------------
          NET CASH PROVIDED
           BY FINANCING ACTIVITIES                                567,810              992,324                1,342,908
                                                              ------------      --------------             -------------

           NET INCREASE ( DECREASE )
                  IN CASH                                      (   37,037)           ( 237,591)                229,956

CASH AT BEGINNING OF YEAR                                          39,897              240,451                  10,495
                                                              ------------      --------------             -------------
CASH AT END OF YEAR                                           $     2,860       $        2,860              $   240,451
                                                              ============      ==============             =============
</TABLE>

 Supplemental information
 Interest expense March, 2000                   $ 41,236
 Interest expense September, 2000               $ 85,872


                 See accompanying notes and accountants' report.

                                       F-6


<PAGE>



                    Clements Golden Phoenix Enterprises, Inc.
                               September 30, 2000

                          NOTES TO FINANCIAL STATEMENTS


Note 1 -  Summary Of Significant Accounting Policies:

Nature of Operations

The company  operates as a Florida  corporation  with a goal to  developing  the
China market which has just been open to the United States citrus  industry.  It
has been working toward this end by committing to pursue the proven protocols of
Chinese  relations  and  negotiating  successfully  to send Florida  citrus into
China.  The company is pursuing  these  goals by  acquiring  the help of leading
consultants in this field. The company is following the consultants lead in this
endeavor.

The company has shipped  fresh citrus from the current  citrus season and in the
next citrus season will continue to ship fresh fruit.  In addition,  the company
will continue to develop their Brand name of citrus  concentrate juices to China
and Southeast Asia. The market has the potential to be one of the largest in the
world.

Clements  Golden Phoenix  Enterprises,  Inc.  acquired  Clements Citrus Sales of
Florida, Inc. on December 31, 1999. The company became a wholly owned subsidiary
of Clements Golden Phoenix  Enterprises,  Inc. Clements Citrus Sales of Florida,
Inc. was incorporated in the State of Florida on August 5, 1997.


Fixed Assets

Fixed assets are carried at cost.  Depreciation  of equipment is provided  using
the straight-line  method.  The rate is based on a useful life ranging from 3 to
10 years. Depreciation taken for the three months and six months ended September
30,  2000,  is $4,795 and $9,590  respectively.  The short year ended  March 31,
2000, is $ 2,137.


Income Taxes

Clements  Golden  Phoenix  Enterprises,  Inc., is a C  corporation  and Clements
Citrus Sales of Florida,  Inc. has applied to the  Internal  Revenue  Service to
rescind the S election,  Clements  Citrus  Sales of  Florida,  Inc.,  had made a
previous election to be an S corporation.  No provision for taxes have been made
in these  financial  statements due to the losses  incurred in opening China and
Southeast Asia markets.








                                       F-7


<PAGE>



                    Clements Golden Phoenix Enterprises, Inc.
                               September 30, 2000

                          NOTES TO FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies (continued)

Going Concern

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to  a  going  concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has  incurred  losses for the three months and six months
ended  September  30, 2000 and the short year ended March 31,  2000.  It has not
established  revenues  sufficient  to cover  operating  costs and to allow it to
continue as a going concern.  Management has secured a private  placement of its
stock so that it will be able to continue as a going  concern.  Management  also
plans for a follow-up  offering in a secondary  market in the near term.  In the
event such  efforts are  unsuccessful,  contingent  plans have been  arranged to
provide that the current  shareholders of the Company have expressed an interest
in additional funding if necessary to continue the Company as a going concern.

Cash

Cash is being held in a checking  and savings  account,  except for a petty cash
fund. The bank savings account pays interest at approximately 2.5 % per annum.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Basis of Consolidation

The consolidated  financial  statements  include the accounts of Clements Citrus
Sales of Florida,  Inc. All significant  intercompany  accounts and transactions
have been eliminated in consolidation.

Inventory-Frozen Concentrate

The inventory of frozen orange juice concentrate that can be shipped to China in
refrigerated  containers has all been shipped for trade shows and sales. A small
amount  that was not of the high  quality  for  export  is used for  advertising
layouts.

Note 2 -  Loan Receivable Shareholder

Loan  receivable  shareholder is made up of funds disbursed to Henry T. Clements
for various personal expenditures.  The corporation is to be reimbursed for this
expenditure.  The corporation  began in July to withhold from Mr. Clements wages
to pay back the loan.

                                       F-8



<PAGE>



                    Clements Golden Phoenix Enterprises, Inc.
                               September 30, 2000

                          NOTES TO FINANCIAL STATEMENTS

Note 3 - Marketing Material

Marketing  Materials  is made up of items  and  designs  of  corporate  logo and
trade-marks that will be used in marketing the citrus and concentrate  juices in
China.


Note 4 - Accrued Interest Payable

Interest  was  accrued  on the Loans  Payable - Rizzuti,  Loeffelbein,  Sellian,
Samartine,  and Ludlum for the three months and six months ended  September  30,
2000,  and the short year ended March 31, 2000.  The interest was  calculated at
12% percent per annum and is payable on a semi-annual basis. Payment of interest
is to be made when  funds are  available.  The  interest  may be paid from stock
subscription funds.


Note 5 - Loan Payable Navigators

The company purchased a 2000 Lincoln Navigator with a note for $38,229,  payable
in installment payments of $1,200 per month. The loan is for three years with an
interest rate of 7.99% per annum the payments will be $ 11,996 for 2000, $14,395
for 2001,  $14,395  for 2002,  and $2,325 for 2003.  In April of 2000,  a second
Lincoln Navigator was purchased with an installment loan of $ 43,111, payable in
three years with an interest  rate of 7.99% per annum.  The  payments are $1,200
per month. The payments due in 2000 are $ 9,599, 2001 payments are $14,398, 2002
are $14,398, and 2003 are $4,715.

Note 6 - Loan Payable-Rizzuti, Loeffelbein, Sellian, Samartine, Ludlum

The  shareholders   have  loaned  the  company  money  for  advancement  of  the
development of the Chinese citrus market. The promissory notes are with a stated
interest rate of 12% per annum. The principal are due and payable on demand. The
interest will be paid when the corporation has income.

Note 7 - Convertible Note

Clements Golden Phoenix  Enterprises,  Inc., has entered into three  convertible
notes, one for $31,250 with Bassuener Cranberry Corporation, and one for $93,750
with Ranger Cranberry Company, LLC, these notes were entered into on January 13,
2000.  The third note for $100,000  with Philip  Taurisiano  was entered into on
August 14,  2000.  The stated  interest  rate is 12% per annum.  Interest is due
quarterly on the unpaid principal balance. The unpaid principal may be converted
into shares of the  restricted  common stock of the company at the option of the
payee on or beforeJanuary 13, 2003. If not converted it shall be due in the form
of a " balloon  payment" on the maturity  date.  On October 17, 2000,  Bassuener
Cranberry

                                       F-9


<PAGE>


                    Clements Golden Phoenix Enterprises, Inc.
                               September 30, 2000

                          NOTES TO FINANCIAL STATEMENTS


Note 7 - Convertible Note-continued

Corporation made the election to convert there note and unpaid interest into the
company'srestricted  common stock. The number of shares  transferred was 44,228.
Also, on October 17, 2000, Ranger Cranberry  Company,  LLC, made the election to
convert  their note and unpaid  interest into the  company's  restricted  common
stock. The number of shares transferred was 132,684.


Note 8 - Leasing Arrangements

The company  leased 1,950 square feet of office space June 1, 1999, for one year
with a renewal for an additional  term of two years.  The minimum annual rent is
$22,800 plus sales tax. The company is responsible  for repair and upkeep of the
office.  The utilities are additional cost. The company did not pay rent per the
agreement for the first months the office was open.  Monthly rental from January
1, 2000,  to May 31, 2000,  will be $2,200 per month plus sales tax. The renewal
in May was in like terms for an additional two years.


Note 9 - Stock Split

 The company authorized a stock split at a ratio of two for one for shareholders
of record August 25, 2000, to take effect  September 1, 2000.  Distribution  was
effective August 31, 2000. The total shares issued and outstanding following the
split is 14,247,582 shares.


Note 10 - Consulting Agreement

 September  15, 2000 the company  entered into a two year  consulting  agreement
with  Condor  Consulting,  LLC.  The  company has agreed to the scope of service
which included  marketing and brand  awareness,  promotions and event  planning,
government and public relations.  Condor Consulting,  LLC, has agreed to provide
advise and  consultation  to the Asian Markets on the promotion of Florida grown
citrus  products.  A retainer  of  $100,000  will be paid the first month of the
agreement.  The agreement also provides for a revenue sharing equal to five (5%)
of gross revenues derived from the sale of citrus products by the company to any
purchaser operating in the Asian Markets.


Note 11 - Subsequent Events

 The corporation on October 6, 2000,  authorized a stock split at a ratio of two
for one for  shareholders  of record on  September  29, 2000.  The  distribution
effective at the close of business October 6, 2000.






                                      F-10

<PAGE>



Item 2.           Management's Discussion and Analysis or Plan of Operation

General

     In  August  2000,  the  Board  of  Directors  of  Clements  Golden  Phoenix
Enterprises,  Inc.,  a  Florida  corporation  (the  "Issuer"  or the  "Company")
approved a forward  split of the  Company's  Common  Stock at a ratio of two (2)
shares  for each one (1) share of  Common  Stock  issued  and  outstanding.  The
forward  split took effect on  September 1, 2000 for holders of record on August
25,  2000,  with  distribution  effective  August  31,  2000.  Additional  share
certificates were issued by the Company's transfer agent to effect the split.

     In August 2000,  the Company issued an additional  1,350,000  shares to the
original owners of Clements Citrus Sales of Florida, Inc., a Florida corporation
which is the Company's wholly owned  subsidiary  ("CCSF") pro rata. The issuance
was to remedy  an error in  calculation  made at the time of the share  exchange
agreement conducted in December 1999. As part of such issuance,  Joseph Rizzuti,
the Company's  current  Chairman and Chief Operating  Officer  received  500,000
shares, Edward Sellian, a beneficial owner of more than ten percent (10%) of the
Company's Common Stock received 300,000 shares.  Bonnie K. Ludlum, the Company's
current Secretary and Director received 75,000 shares. John Samartine, a current
Director of the Company  received  75,000  shares.  Henry "Skip"  Clements,  the
Company's  current  Chief  Executive  Officer  and a Director  received  225,000
shares.  For  such  offering,  the  Company  relied  upon  Section  4(2)  of the
Securities  Act of 1933,  as  amended  (the  "Act"),  Rule 506 of  Regulation  D
promulgated thereunder ("Rule 506") and Section 517.061(11) of the Florida Code.

     The facts  relied  upon the by the  Company to make the  federal  exemption
available  include  the  following:  (i) the  aggregate  offering  price for the
offering  of the  shares of Common  Stock did not  exceed  $5,000,000,  less the
aggregate offering price for all securities sold within the twelve months before
the start of and during the offering of the shares in reliance on any  exemption
under  Section  3(b) of, or in  violation  of Section  5(a) of the Act;  (ii) no
general  solicitation  or advertising was conducted by the Company in connection
with  the  offering  of any of the  shares;  (iii)  there  were no more  than 35
purchasers  from  the  Issuer  in the  offering;  (iv) the  purchasers  were all
accredited investors and the books and records of the Company were available and
reviewed by each  investor;  and, (v) the required  number of manually  executed
originals  and true  copies of Form D were duly and  timely  filed with the U.S.
Securities and Exchange Commission.

     Since the August 2000 filing of the quarterly report for the fiscal quarter
ended June 30, 2000,  the Company has sold 35,800  shares of its Common Stock to
four (4) investors. John Samartine, a Director of the Company, is the beneficial
owner of 14,000 of such  shares.  For such  offering  the  Company  relied  upon
Section 4(2) of the Act, Rule 506 and Section 517.061(11) of the Florida Code.

     The facts relied upon to make the Florida  exemption  available include the
following: (i) sales of the shares of Common Stock were not made to more than 35
persons; (ii) neither the offer

                                        4

<PAGE>



nor the sale of any of the shares was  accomplished  by the  publication  of any
advertisement;  (iii)  all  purchasers  either  had a  preexisting  personal  or
business  relationship  with one (1) or more of the  executive  officers  of the
Company  or, by reason  of their  business  or  financial  experience,  could be
reasonably  assumed to have the  capacity  to  protect  their own  interests  in
connection with the  transaction;  (iv) each purchaser  represented  that he was
purchasing  for his own account and not with a view to or for sale in connection
with any  distribution of the shares;  and (v) prior to sale, each purchaser had
reasonable  access to or was  furnished  all  material  books and records of the
Company,   all  material  contracts  and  documents  relating  to  the  proposed
transaction,  and had an opportunity  to question the executive  officers of the
Company.   Pursuant  to  Rule  3E-500.005,   in  offerings  made  under  Section
517.061(11)  of the Florida  Statutes,  an offering  memorandum is not required;
however each  purchaser (or his  representative)  must be provided with or given
reasonable access to full and fair disclosure of material information. An issuer
is deemed to be satisfied if such purchaser or his representative has been given
access to all material books and records of the issuer;  all material  contracts
and  documents  relating to the  proposed  transaction;  and an  opportunity  to
question the appropriate executive officer. In that regard, the Company supplied
such information and was available for such questioning.

     In September  2000,  CCSF entered into a consulting  agreement  with Condor
Consulting LLC ("Condor"). Condor provides consulting in connection with certain
import/export   activities  undertaken  by  CCSF.  Condor  is  CCSF's  exclusive
consultant in the People's Republic of China, Republic of China, Japan, Republic
of the  Phillippines,  Republic of  Singapore,  Malaysia,  Kingdom of  Thailand,
Republic of Indonesia, Socialist Republic of Vietnam, Kingdom of Cambodia, Union
of Burma, Lao People's Democratic Republic,  Republic of India, Islamic Republic
of Pakistan, People's Republic of Bangladesh,  Commonwealth of Australia and New
Zealand.  CCCSF must pay Condor its hourly  rates  which  range  between $75 and
$300.  CCSF must also pay Condor a monthly  retainer in the amount of  $100,000,
which  shall be  applied  to such  hourly  fees and which  unused  amount  shall
rollover to subsequent  months.  In the event CCSF terminates the contract prior
to its  second  anniversary,  it must pay  Condor  $100,000  times the number of
remaining months. Additionally,  CCSF must pay to Condor an amount equal to five
percent (5%) of its gross revenues  derived from the sale of citrus  products in
the areas under contract. CCSF also granted Condor a warrant to purchase 100,000
shares of the  Common  Stock of the  Company at an  exercise  price of $2.00 per
share.  Such warrants have no expiration  date.  The warrants  carry full demand
registration rights. The term of the agreement is for a period of two (2) years.

     In  September  2000,  the Company  executed a  promissory  note in favor of
Bonnie  K.  Ludlum,  the  Company's  current  Secretary  and a  Director  in the
principal  amount of $50,000.  The note has a term of thirty (30) days and bears
interest  at a rate of ten  percent  (10%) per  annum.  For such  offering,  the
Company relied upon Section 4(2) of the Act, Rule 506 and Section 517.061(11) of
the Florida Code.

     The facts relied upon to make the Florida  exemption  available include the
following: (i) sales of the shares of Common Stock were not made to more than 35
persons;  (ii)  neither  the  offer  nor  the  sale  of any of  the  shares  was
accomplished by the publication of any advertisement; (iii) all

                                        5

<PAGE>



purchasers either had a preexisting  personal or business  relationship with one
(1) or more of the  executive  officers  of the  Company  or, by reason of their
business  or  financial  experience,  could be  reasonably  assumed  to have the
capacity to protect their own interests in connection with the transaction; (iv)
each  purchaser  represented  that he was purchasing for his own account and not
with a view to or for sale in connection  with any  distribution  of the shares;
and (v) prior to sale, each purchaser had reasonable  access to or was furnished
all  material  books and records of the  Company,  all  material  contracts  and
documents  relating  to the  proposed  transaction,  and had an  opportunity  to
question the executive officers of the Company.  Pursuant to Rule 3E-500.005, in
offerings made under Section  517.061(11) of the Florida  Statutes,  an offering
memorandum is not required;  however each purchaser (or his representative) must
be  provided  with or given  reasonable  access to full and fair  disclosure  of
material  information.  An issuer is deemed to be satisfied if such purchaser or
his  representative  has been given access to all material  books and records of
the issuer;  all  material  contracts  and  documents  relating to the  proposed
transaction;  and an opportunity to question the appropriate  executive officer.
In that regard, the Company supplied such information and was available for such
questioning.

     In September  2000,  the  Company's  Board of Directors  approved a forward
split of the  Company's  Common  Stock at a ratio of two (2) shares for each one
(1) share of Common Stock issued and outstanding.  The forward split took effect
on  October  6,  2000  for  holders  of  record  on  September  29,  2000,  with
distribution  effective  October 6, 2000.  Additional  share  certificates  were
issued by the Company's transfer agent to effect the split.

     In October  2000,  Ranger  Cranberry  Company  sent a notice of  conversion
pursuant to a convertible note dated January 13, 2000 in the principal amount of
$93,750. Interest in the amount of $5,763.70 was also converted to shares of the
Company's  restricted Common Stock. The conversion price,  which was adjusted to
account for the two splits of the Company's  Common Stock,  was $0.75. The total
number of shares to be issued is therefore 132,684, which have yet to be issued.
For such offering, the Company relied upon Section 4(2) of the Act, Rule 506 and
Section 551.29(2) of the Wisconsin Code.

     The  facts  relied  upon  to  make  the  Wisconsin  Exemption  include  the
following:  The  Company  filed a notice  consisting  of a  completed  Form D as
prescribed by Rule 503 of Regulation D under the  Securities  Act of 1933.  This
form was signed by the Company, was filed not later than fifteen (15) days after
the first sale, and was accompanied by an appropriate fee.

     In October 2000,  CCSF,  renewed its contract with Tianjin  Hongrun Trading
Co. Ltd., a Chinese company  ("Hongrun").  CCSF appointed  Hongrun its exclusive
distributor of its Clements Brand Frozen  Concentrated  Fruit Juices in Tianjin,
Dalian, Shenyang, Chongqing, Wuhan and Taiyuan and its non-exclusive distributor
in Beijing. In exchange for the appointment,  Hongrun agreed to purchase certain
minimum quantities of the frozen concentrate from CCSF. The contract term is for
a period of one (1) year.



                                      6

<PAGE>


Discussion and Analysis

     The  Company is  incorporated  in the State of  Florida.  The  Company  was
originally incorporated as Lucid Concepts, Inc. on July 15, 1994. It changed its
name to the current name in connection with a share exchange between the Company
and CCSF on December 31, 1999 (the  "Agreement").  The Company's Common Stock is
currently quoted on the Over the Counter Bulletin Board under the symbol "CPHX".
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 CCSF as a wholly-owned  subsidiary,  its purpose changed
to CCSF's initial purpose of citrus exportation.

     The Company was still in the development stage until December 1999 when the
Share  Exchange  took place  between CCSF and the Company and is still  emerging
from that  stage.  The  Company  has only  recently  begun  shipping  its citrus
products  to China.  From the date of the  Agreement  in December  1999  through
September  30, 2000,  the Company  generated  revenues in the amount of $104,057
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.

     In May 2000,  the Company  shipped its first  citrus  products  directly to
mainland China.  The Company plans to make several  additional  shipments to its
two (2) distributors (Hongrun and Ruthersoft) by the end of 2000.

     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

                                      7

<PAGE>



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 Six Months  Ending  September  30, 2000 and the
Short Year Ending March 31, 2000

Financial Condition, Capital Resources and Liquidity

     For the short  year  ended  March  31,  2000 and the six (6)  months  ended
September 30, 2000, the Company  recorded no revenues and revenues in the amount
of  $104,057  respectively.  For the short year ended March 31, 2000 and the six
(6) months ended  September 30, 2000, the Company had salary expenses of $97,785
and $193,658.  This comparative increase was due to an increase in the number of
personnel  employed by the Company,  specifically,  the hiring of Mr.  Samuel P.
Sirkis as the Company's President.

     For the short  year  ended  March  31,  2000 and the six (6)  months  ended
September 30, 2000, the Company had market research and development  expenses of
$531,220 and $319,156 respectively.

     For the short  year  ended  March  31,  2000 and the six (6)  months  ended
September  30, 2000,  the Company paid  consulting  fees in the amount of $0 and
$424,226  respectively.  This increase was due primarily to the consulting  fees
paid to Condor, the Company's liaison with Mainland China.

     For the short  year  ended  March  31,  2000 and the six (6)  months  ended
September 30, 2000,  the Company had total  administrative  expenses of $783,467
and $1,220,767.

Net Losses

     For the short  year  ended  March  31,  2000 and the six (6)  months  ended
September 30, 2000, the Company  reported a net loss from operations of $880,085
and $1,291,227 respectively.

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


                                     8

<PAGE>



Employees

     At September 30, 2000, the Company employed five (5) 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.  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.

     In late Spring  2001,  the Company is planning to begin  construction  of a
citrus packing and processing  center to be located in Stuart,  FL, the heart of
Indian River Region.  This facility will act as a showpiece for Clements  Citrus
products to the  Company's  Chinese and domestic  customers.  The center  should
consist of a state of the art,  completely  computer  controlled,  fresh  citrus
packing  facility,  a facility  for the  manufacture  and  production  of frozen
concentrate orange juice, as well as other frozen juices, a freezer facility,  a
research center and an office facility.  By having these  facilities  located on
one site, the entire  program can be closely  managed and  controlled.  It would
also  insure  against  supply  interruption  and a total  dependence  on outside
suppliers.

Impact of the Year 2000 Issue

     The Company did not experience  any material  impact to its operations as a
result of the Year 2000 calendar  change.  The Company does not  anticipate  any
material  disruption in its operations as a result of any failure by the Company
to be in compliance.

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

                                    9

<PAGE>



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.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

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,  2000,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.           Other Information

     None.








                                     10

<PAGE>




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>
<S>      <C>      <C>

Exhibit No.             Description
----------------------------------------------------------------------
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      *        Promissory Note by the Company in favor of Bonnie K. Ludlum dated September
                  28, 2000.

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.

</TABLE>

                                     11

<PAGE>


<TABLE>
<CAPTION>
<S>      <C>      <C>

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

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

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

27.1     *        Financial Data Schedule.

99.1     [3]      Board Resolution dated April 18, 2000 authorizing change in fiscal year of the
                  Company to March 31.

99.2     [3]      Board Resolution dated April 18, 2000 authorizing change in fiscal year of Clements
                  Citrus Sales of Florida, Inc. to March 31.
----------------
</TABLE>

(*  Filed herewith)

[1] Previously filed with the Company's Form 10SB filed August 24, 1999.

[2]  Previously  filed with the  Company's  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  report on Form 10KSB  filed July 12,
2000.

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

(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.




 <PAGE>


                                    SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
                                       (Registrant)

Date: November 9, 2000                  BY: /s/ Joseph R.  Rizzuti
                                        --------------------------------
                                        Joseph R.  Rizzuti, Chairman and
                                        Chief Operating Officer

                                        BY: /s/ Samuel Sirkis
                                        --------------------------------
                                        Samuel Sirkis, President and Director

                                        BY: /s/ Henry "Skip" Clements
                                        --------------------------------
                                        Henry "Skip" Clements, Chief
                                        Executive Officer and Director

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

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