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

                                  Amendment 1
                                       to
                                   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, 2001
Commission file no.:  0-27137

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

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

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

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

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

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

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

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

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







<PAGE>



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

                    Yes X        No
                       --          ---

     As of November 14, 2001, there were 9,714,241 shares of voting stock of the
registrant issued and outstanding.




<PAGE>



Part I - FINANCIAL INFORMATION


Item 1.           FINANCIAL STATEMENTS


                             CLEMENTS GOLDEN PHOENIX
                        ENTERPRISES, INC. AND SUBSIDIARY

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001






<PAGE>



C O N T E N T S
                                                                            Page

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

         Balance Sheet                                                       F-1

         Statements of Operations                                            F-2

         Statements of Cash Flows                                            F-3

         Notes to Condensed Consolidated Financial Statements                F-4




<PAGE>


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


ASSETS
================================================================================
<S>                                                                   <C>
CURRENT ASSETS
Cash and cash equivalents                                                 $3,184
Accounts receivable                                                        2,191
Loans and accrued interest receivable from former
         officer, net of allowance of $121,326                                 -
 Prepaid expenses                                                         11,515
--------------------------------------------------------------------------------
     Total current assets                                                 16,890

PROPERTY AND EQUIPMENT, NET                                               18,438

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

TOTAL ASSETS                                                             $36,088
================================================================================

LIABILITIES AND DEFICIENCY IN ASSETS
================================================================================

CURRENT LIABILITIES
Accounts payable                                                        $474,270
Accrued expenses                                                         187,271
Accrued interest payable - stockholders                                  392,029
Convertible notes                                                        500,000
Loans payable-shareholders                                             1,216,348
     Total current liabilities                                         2,769,918
--------------------------------------------------------------------------------

DEFICIENCY IN ASSETS
Common stock, $.001 par value; 12,500,000 shares authorized;
  9,714,201, shares issued and outstanding                                 9,714
Additional paid-in capital                                             4,068,811
Accumulated deficit                                                   (6,812,355)
     Total deficiency in assets                                       (2,733,830)
--------------------------------------------------------------------------------
     TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                          $36,088
================================================================================
</TABLE>


                             See accompanying notes

                                      F-1


<PAGE>


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


                                                             Three Months Ended                    Six Months Ended
                                                                September 30,                        September 30,
                                                        ----------------------------------------------------------------

                                                           2001              2000               2001              2000
==============================================================================================================================
<S>                                                      <C>             <C>                   <C>               <C>
REVENUE                                                     $15,957        $         -           $23,263           $104,057

COST OF GOODS SOLD                                           14,633             93,853            40,427            179,083
---------------------------------------------------------------------------------------------------------------------------

GROSS PROFIT (LOSS)                                           1,324            (93,853)          (17,164)           (75,026)
---------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
   Consulting fees                                            7,999            341,217           154,594            424,226
   Market research and development                                -            108,148                 -            319,156
   Professional fees                                         17,148             19,581            48,340             40,747
   Salaries                                                  60,058             95,628           138,370            193,658
   Selling, general and administrative                       52,911             75,952           166,856            157,108
     Total operating expenses                               138,116            640,526           508,160          1,134,895
---------------------------------------------------------------------------------------------------------------------------

LOSS BEFORE OTHER INCOME (EXPENSE)                        (136,792)          (734,379)         (525,324)        (1,209,921)
---------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE)
     Interest income                                              2              1,702                 2              4,566
     Interest expense                                       (57,365)           (43,669)         (121,631)           (85,872)
---------------------------------------------------------------------------------------------------------------------------
     Total other income (expense)                           (57,363)           (41,967)         (121,629)           (81,306)
---------------------------------------------------------------------------------------------------------------------------

NET LOSS                                                  ($194,155)         ($776,346)        ($646,953)       ($1,291,227)
===========================================================================================================================
NET LOSS PER COMMON SHARE - BASIC AND
 DILUTED                                                     ($0.02)            ($0.13)           ($0.08)            ($0.23)
---------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                              8,668,005          5,765,669         7,949,091          5,609,254
===========================================================================================================================
</TABLE>




                            See accompanying notes.

                                       F-2

<PAGE>


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


                                                                    Six Months         Six Months
                                                                    Ended               Ended
                                                                September 30, 2001     September 30, 2000
========================================================== ====================== ======================
<S>                                                              <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                           ($646,953)           ($1,291,227)
---------------------------------------------------------- ---------------------- ----------------------
Adjustment to reconcile net loss to net cash used in
       operating activities:
                                                                            7,353                  9,590
Depreciation                                                                4,083
Loss on disposition of transportation equipment
Changes in operating assets and liabilities:                                3,309                (29,507)
 Account receivable                                                        20,401                 27,753
 Inventory                                                                      -                (13,831)
 Note receivable                                                                -                 (3,314)
 Interest receivable                                                       (3,872)                  (187)
 Prepaid expenses                                                          48,147                 83,041
 Prepaid consulting fees                                                  240,108               (32,310)
 Accounts payable                                                          81,574               (12,634)
 Accrued expenses                                                         401,103                 28,601
   Total adjustments                                                     (245,850)            (1,262,626)
       Net cash used in operating activities
---------------------------------------------------------- ---------------------- ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                        -               (45,349)
    Proceeds from disposition of transportation equipment                  61,750                      -
---------------------------------------------------------- ---------------------- ----------------------
Net cash provided by (used in) investing activities                        61,750               (45,349)
---------------------------------------------------------- ---------------------- ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term borrowings                                          -                 26,461
    Principal payments of long-term debt                                  (52,689)                     -
    Proceeds from convertible notes payable                                     -                100,000
    Proceeds from stockholder loans                                       118,470                      -
    Principal repayments of stockholder loans                             (10,555)                25,863
    Accrued interest payable                                              119,271                 78,060
    Proceeds from issuance of common stock                                      -                840,000
  Net cash provided by financing activities                               174,497              1,070,384

---------------------------------------------------------- ---------------------- ----------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                  (9,603)              (237,591)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                                  $3,184                 $2,860
========================================================== ====================== ======================

Supplemental Disclosure:
---------------------------------------------------------- ---------------------- ----------------------
Cash paid for interest                                                     $2,360                 $7,812
========================================================== ====================== ======================
</TABLE>


                            See accompanying notes.

                                       F-3

<PAGE>



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

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Consolidation

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

Basis of Presentation

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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Net Income (Loss) Per Share

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

                                       F-4

<PAGE>



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassifications

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


NOTE 3. GOING CONCERN CONSIDERATIONS

During the fiscal year ended March 31, 2001 and  continuing in 2002, the Company
experienced,  and continues to  experience,  certain cash flow problems and has,
from time to time,  experienced  difficulties  meeting its  obligations  as they
become due. As reflected in the condensed consolidated financial statements, the
Company has incurred net losses of  approximately  $194,155 and $646,953 for the
three and six months ended September 30, 2001 and 2000, respectively,  and as of
September 30, 2001, the Company's  consolidated  financial  position  reflects a
working capital deficiency of approximately $2,753,000.  Management's plans with
regard to these matters encompass the following actions:

Liquidity

Financing from Third Party Sources

In the fiscal year ended March 31, 2002 the Company plans to continue its equity
fundraising  efforts and is in the  process of  completing  a private  placement
under which the Company is attempting to raise $3,000,000 in exchange for shares
of the Company's common stock.

Financing from Private Loans

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

Profitability

1.   Business Plan

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

*    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




                                       F-5

<PAGE>



NOTE 3. GOING CONCERN CONSIDERATIONS (Continued)

2.   Improvement in Operational Costs

Management  continues its efforts to manage costs and operating expenses,  so as
to improve gross margins and profitability.

NOTE 4. LOANS AND ACCRUED INTEREST RECEIVABLE FROM FORMER OFFICER

Loans and accrued interest  receivable from former officer is comprised of funds
disbursed to or on behalf of a former officer for various personal expenditures.
In July 2000, the Company began  withholding  from the former officer's wages to
pay back the loans.  The loans bear  interest at 8 1/2% per annum.  During April
2001, the officer was  terminated  and management  believes there is significant
uncertainty regarding recoverability. Accordingly, the loans and related accrued
interest have been fully reserved at September 30, 2001.

NOTE 5. CONVERTIBLE NOTES PAYABLE

At September 30, 2001, 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  1,250 shares of the  Company's  restricted
     common  stock and  warrants  to  purchase  6,250  additional  shares of the
     Company's  restricted  common  stock.  The note has  matured  and is due on
     demand.



                                       F-6

<PAGE>



NOTE 6. LOANS PAYABLE - STOCKHOLDERS

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

During the three months ended  September  30, 2001,  loans  payable  aggregating
$500,000 were converted into 2,500,000 shares of restricted common stock.

NOTE 7. RELATED PARTIES

During  the six months  ended  September  30,  2001,  an officer of the  Company
advanced  approximately  $74,000 for  working  capital,  of which  approximately
$15,000 was repaid prior to September 30, 2001.  Additionally,  three  companies
controlled by the officer paid operating  expenses of  approximately  $58,000 on
behalf of the Company  during the six months ended  September 30, 2001, of which
approximately  $11,000 was repaid prior to September  30, 2001 and the remainder
is included in accounts payable at September 30, 2001.

NOTE 8. COMMITMENT AND CONTINGENCY

Employment Agreement

On September 26, 2001, the Company entered into an employment agreement with the
president of the Company  effective  July 1, 2001. The agreement is for a period
of two years at a salary of $75,000 per year plus certain  bonuses  based on the
Company's  revenues.  In connection with the agreement,  the president  received
options to purchase 500,000 shares of the Company's common stock,  half of which
vest on September 28, 2001, with the remaining  balance vesting on July 1, 2002.
The employee resigned in October 2001.

Litigation

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





                                       F-7

<PAGE>


NOTE 9. SUBSEQUENT EVENTS

Sales Commission Agreements

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



                                       F-8

<PAGE>



Item 2. Management's Discussion and Analysis

General

     Clements Golden Phoenix Enterprises,  Inc., a Florida corporation ("CGPE"),
of which  GlobeFruits,  Inc.  f/k/a  Clements  Citrus Sales of Florida,  Inc., a
Florida  corporation  ("GF")  is a wholly  owned  subsidiary  (collectively  the
"Company")  relied upon Section 4(2) of the  Securities  Act of 1933, as amended
(the "Act") and Rule 506 of Regulation D promulgated thereunder ("Rule 506") for
several transactions regarding the issuance of its unregistered  securities.  In
each  instance,  such  reliance was based upon the fact that (i) the issuance of
the  shares  did not  involve a public  offering,  (ii)  there were no more than
thirty-five  (35)  investors  (excluding  "accredited  investors"),  (iii)  each
investor who was not an accredited  investor  either alone or with his purchaser
representative(s)  has such  knowledge and  experience in financial and business
matters that he is capable of evaluating the merits and risks of the prospective
investment,  or the issuer reasonably  believes  immediately prior to making any
sale that such  purchaser  comes  within this  description,  (iv) the offers and
sales were made in compliance  with Rules 501 and 502, (v) the  securities  were
subject to Rule 144  limitations  on resale and (vi) each of the  parties  was a
sophisticated  purchaser and had full access to the  information  on the Company
necessary to make an informed investment decision by virtue of the due diligence
conducted  by  the  purchaser  or  available  to  the  purchaser  prior  to  the
transaction (the "506 Exemption").

     The Company  relied upon Section  517.061(11)  of the Florida  Statutes for
several transactions regarding the issuance of its unregistered  securities.  In
each  instance,  such  reliance  was  based  upon the fact that (i) sales of the
shares of common stock were not made to more than thirty-five (35) persons; (ii)
neither  the offer nor the sale of any of the  shares  was  accomplished  by the
publication of any advertisement;  (iii) all purchasers either had a preexisting
personal or business relationship with one (1) or more of the executive officers
of the Company or, by reason of their business or financial experience, could be
reasonably  assumed to have the  capacity  to  protect  their own  interests  in
connection with the  transaction;  (iv) each purchaser  represented  that he was
purchasing  for his own account and not with a view to or for sale in connection
with any  distribution of the shares;  and (v) prior to sale, each purchaser had
reasonable  access to or was  furnished  all  material  books and records of the
Company,   all  material  contracts  and  documents  relating  to  the  proposed
transaction,  and had an opportunity  to question the executive  officers of the
Company.  Pursuant  to  Rule  3E-  500.005,  in  offerings  made  under  Section
517.061(11)  of the Florida  Statutes,  an offering  memorandum is not required;
however each  purchaser (or his  representative)  must be provided with or given
reasonable access to full and fair disclosure of material information. An issuer
is deemed to be satisfied if such purchaser or his representative has been given
access to all material books and records of the issuer;  all material  contracts
and  documents  relating to the  proposed  transaction;  and an  opportunity  to
question the appropriate  executive officer. In the regard, the Company supplied
such information and management was available for such questioning (the "Florida
Exemption").

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

                                       12

<PAGE>



     In  July,  the  Company's  directors,  pursuant  to the  Company's  Bylaws,
increased  the number of directors  on the board of  directors by one (1).  They
appointed Antonio Doria to fill the vacancy until the next annual meeting of the
shareholders.

     In July 2001,  Joseph  Rizzuti,  the Company's  current  Chairman and Chief
Operating  Officer  converted  $250,000  of debt owed to him by the  Company  to
1,250,000  shares of the Company's  restricted  common stock. For such offering,
the Company relied upon the 506 Exemption and the Florida Exemption.

     In July 2001, the Company issued warrants to purchase 250,000,  250,000 and
250,000 shares of the Company's  restricted common stock at a price of $0.25 per
share  vesting  July 24,  2001,  September  28, 2001 and July 1, 2002 to Antonio
Doria, the Company's former President and Chief Executive Officer.  The warrants
have no expiration  date.  For such  offering,  the Company  relied upon the 506
Exemption and the Florida Exemption.

     In July 2001, the Company  entered into an agreement with Trade Link Group,
Inc. ("TGI"), whereby TGI would serve as the Company's non-exclusive distributor
in Saudi Arabia and Jordan. The initial trial period is until December 2001. TGI
is to receive a five percent (5%) commission on all sales.

     In August 2001, the Company,  its  subsidiary  and Henry T.  Clements,  the
Company's  former Chief Executive  Officer and a current Director of the Company
were named in a complaint  filed by Edward M.  Sellian  alleging  nonpayment  of
$635,000 plus interest  allegedly owed to him by GF and/or CGPE, and which Henry
T. Clements  allegedly secured with all or some of the common stock owned by him
in the Company.  The complaint was filed in the circuit court of the  nineteenth
judicial  district  in and for Martin  county,  Florida.  Since  that time,  the
Company has filed its answer and affirmative  defenses and Henry T. Clements has
filed his answer,  affirmative  defenses,  a cross claim against the Company for
fraudulent  misrepresentation  and  common law  indemnity  and a demand for jury
trial. The Company has since answered the cross claim and asserted its defenses.

     In September 2001, Joseph Rizzuti, the Company's current Chairman and Chief
Operating Officer loaned the Company $50,000,  payable on demand. The note bears
interest at a rate of ten  percent  (10%) per annum and is  convertible,  in the
lender's sole discretion,  to shares of the Company's restricted common stock at
a price of $0.20 per share.  For such offering,  the Company relied upon the 506
Exemption and the Florida Exemption.

     In October 2001,  the Company's  wholly owned  subsidiary  changed its name
from Clements Citrus Sales of Florida, Inc. to GlobeFruits, Inc.

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


                                       13

<PAGE>



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

Discussion and Analysis

     The  Company is  incorporated  in the State of  Florida.  The  Company  was
originally incorporated as Lucid Concepts, Inc. on July 15, 1994. It changed its
name to the current name in connection with a share exchange between the Company
and GF on December 31, 1999 (the  "Agreement").  The  Company's  common stock is
currently quoted on the Over the Counter Bulletin Board under the symbol "CGPE".
Its  executive  offices are presently  located at 3135 S.W. Mapp Road,  P.O. Box
268,  Palm  City,  FL 34991.  Its  telephone  number is (561)  287-5958  and its
facsimile number is (561) 287- 9776.

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

     The Company was still in the development stage until December 1999 when the
Share  Exchange took place between GF and the Company and is still emerging from
that stage.  The Company has only recently begun shipping its citrus products to
China. For the three (3) months ended September 30, 2001, the Company  generated
revenues  in the amount of $6,957  from the sale of fruit and juice.  Due to the
Company's limited operating history and limited resources,  among other factors,
there can be no  assurance  that  profitability  or  significant  revenues  on a
quarterly or annual basis will occur in the future.

     Since  contracting  with its  first  two (2)  distributors  and upon  being
granted permits to ship citrus directly to mainland China, the Company has begun
to  make  preparations  for  a  period  of  growth,  which  may  require  it  to
significantly  increase the scale of its operations.  This increase will include
the hiring of additional  personnel in all  functional  areas and will result in
significantly  higher operating expenses.  The increase in operating expenses is
expected  to be matched by a  concurrent  increase  in  revenues.  However,  the
Company's net loss may continue even if revenues increase and operating expenses
may still continue to increase.  Expansion of the Company's operations may cause
a significant strain on the Company's management, financial and other resources.
The Company's ability to manage recent and any possible future growth, should it
occur,  will depend upon a  significant  expansion of its  accounting  and other
internal management systems and the implementation and subsequent improvement of
a variety of systems,  procedures  and controls.  There can be no assurance that
significant problems in these areas will not occur. Any failure to

                                       14

<PAGE>



expand  these areas and  implement  and improve  such  systems,  procedures  and
controls in an efficient manner at a pace consistent with the Company's business
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.  As a result of such expected expansion and
the anticipated increase in its operating expenses, as well as the difficulty in
forecasting  revenue  levels,  the Company  expects to  continue  to  experience
significant fluctuations in its revenues, costs and gross margins, and therefore
its results of operations.

Results of  Operations  -For the Three  Months  Ending  September  30,  2001 and
September 30, 2000 and the Six Months ended September 30, 2001 and September 30,
2000

Financial Condition, Capital Resources and Liquidity

     For the quarter  ended  September  30, 2001 and  September  30,  2000,  the
Company recorded $6,957 revenues and revenues in the amount of $0 respectively.

     For the six (6) months ended September 30, 2001 and September 30, 2000, the
Company  recorded  revenues in the amount of $23,263 and $104,057  respectively.
The reason for the decrease in revenues is a decrease in sales activities.

     For the quarter  ended  September  30, 2001 and  September  30,  2000,  the
Company had salary expenses of $19,058 and $95,628.  The reason for the decrease
is a scale back in operations.

     For the six (6) months ended September 30, 2001 and September 30, 2000, the
Company had salary expenses of $138,370 and $193,658.

     For the quarter ended September 30, 2001, the Company had selling,  general
and administrative  expenses of $14,867.  For the six (6) months ended September
30, 2001, the Company had selling,  general and  administrative  expenses in the
approximate amount of $166,856.

     For the quarter  ended  September  30, 2001 and  September  30,  2000,  the
Company paid consulting fees in the amount of $8,000 and $341,217  respectively.
This decrease of $333,217 was due primarily to decreased  participation in trade
shows.

     For the six (6) months ended September 30, 2001 and September 30, 2000, the
Company   paid   consulting   fees  in  the  amount  of  $154,595  and  $424,226
respectively.

     For the quarter ended  September  30, 2001 and the quarter ended  September
30,  2000,  the Company  had total  operating  expenses of $45,083 and  $684,195
respectively.

     For the six (6) months ended September 30, 2001 and September 30, 2000, the
Company had total operating  expenses in the approximate  amount of $508,161 and
$1,220,767  respectively.  The reason for the decrease of $712,606,  was because
the Company scaled back its operations.



                                       15

<PAGE>


Net Losses

     For the quarter ended  September  30, 2001 and the quarter ended  September
30,  2000,  the  Company  reported a net loss from  operations  of  $59,702  and
$776,346 respectively.

     For the six (6)  months  ended  September  30,  2001 and the six (6) months
ended September 30, 2000, the Company reported a net loss from operations in the
amount of $646,954 and approximately $1,291,227.

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

Employees

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

Research and Development Plans

     The Company  believes that research and development is an important  factor
in its future growth.  Although,  the citrus growing and exportation industry is
not closely linked to technological  advances, it occasionally produces new ways
to raise and harvest  crops,  resulting in disease and pest  resistant  product,
which  stays fresh for a longer  period of time.  Therefore,  the  Company  must
continually  invest in the technology to provide the best quality product to the
public and to  effectively  compete  with other  companies in the  industry.  No
assurance  can be made that the Company will have  sufficient  funds to purchase
technological advances as they become available.  Additionally, due to the rapid
advance  rate at which  technology  advances,  the  Company's  equipment  may be
outdated  quickly,  preventing  or impeding the Company from  realizing its full
potential profits.

Forward-Looking Statements

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

                                       16

<PAGE>



of risks and uncertainties, general economic market and business conditions; the
business opportunities (or lack thereof) that may be presented to and pursued by
the Company; changes in laws or regulation; and other factors, most of which are
beyond the control of the Company.

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

PART II

Item 1. Legal Proceedings.

     In August 2001, the Company,  its  subsidiary  and Henry T.  Clements,  the
Company's  former Chief Executive  Officer and a current Director of the Company
were named in a complaint  filed by Edward M.  Sellian  alleging  nonpayment  of
$635,000 plus interest  allegedly owed to him by GF and/or CGPE, and which Henry
T. Clements  allegedly secured with all or some of the common stock owned by him
in the Company.  The complaint was filed in the circuit court of the  nineteenth
judicial  district  in and for Martin  county,  Florida.  Since  that time,  the
Company has filed its answer and affirmative  defenses and Henry T. Clements has
filed his answer,  affirmative  defenses,  a cross claim against the Company for
fraudulent  misrepresentation  and  common law  indemnity  and a demand for jury
trial. The Company has since answered the cross claim and asserted its defenses.

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,  2001,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

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

                                       17

<PAGE>


<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.

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.
</TABLE>


                                       18

<PAGE>



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

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

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

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

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

                                       19

<PAGE>


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

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

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

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

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

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

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

(*  Filed herewith)

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

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

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

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

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

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

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

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

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

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

                                       20

<PAGE>


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

[12] Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     November 19, 2001.

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

<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 21, 2001   By: /s/ Joseph Rizzuti
                         ------------------------------------------------
                         Joseph Rizzuti, Chairman and COO

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

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

                         By: /s/ James Groat
                         ------------------------------------------------
                         James Groat, Director



                                       21