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

                                   Form 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934

For the quarter ended: June 30, 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 June 30, 2000,  there are 5,462,858 shares of voting stock of the
registrant issued and outstanding.




<PAGE>



Part I - FINANCIAL INFORMATION

Item 1.           FINANCIAL STATEMENTS







                                            INDEX TO FINANCIAL STATEMENTS


Balance Sheets............................................................F-2

Statements of Operations..................................................F-4

Statements of Stockholders' Equity........................................F-5

Statements of Cash Flows..................................................F-6

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




<PAGE>


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

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



                    ASSETS

                                                    June 30, 2000       March  30, 2000

<S>                                                 <C>                 <C>
  Current Assets

      Cash and Equivalents                          $     39,897        $ 240,451
             Account Receivable                           74,867              -0-
       Loan Receivable-Shareholder                        80,421           66,735
             Interest Receivable-Shareholder              11,557            9,868
     Retainers - Consulting & Marketing                  112,445          103,000

      Inventory Frozen Concentrate                        27,753           27,753
             Display Items                                 8,899            8,899
                                                      -----------       ----------


         Total Current Assets                            355,839          456,706


  Fixed Assets

       Vehicle                                            88,827           45,353
       Equipment                                          27,491           25,616
              Less accumulated depreciation             ( 10,755)        (  5,959)
                                                      -----------       ----------
         Total Fixed Assets                              105,563           65,010


  Other Assets

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

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

  TOTAL ASSETS                                        $  481,429         $541,556
                                                      ===========       ==========
</TABLE>









                 See accompanying notes and accountants' report.

                                       F-2




<PAGE>


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

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

                      LIABILITIES AND STOCKHOLDER'S EQUITY




                                                    June 30, 2000       March  30, 2000

<S>                                                 <C>                 <C>
 Current Liabilities

    Account Payable                                 $    144,836        $   129,086
    Payroll Taxes Payable                                  --0--             20,772
    Health Insurance Payable                               --0--              1,237
            Accrued Interest Payable                     140,279            103,779
    Convertible Note Ranger-Bassuener                    125,000            125,000
    Subscription Payable                                   --0--              3,100
     Loan Payable-Shareholders                         1,169,537          1,294,273
     Current Portion Long Term Debt                       23,534             11,766
                                                      -----------       ------------

        Total Current Liabilities                      1,603,186          1,689,013

        Long Term Liabilities

     Note Payable Lincoln Navigator                       47,944             26,463


 Stockholders' Equity

   Common Stock , $.001 par value,
     50,000,000 shares authorized and
        5,410,000 issued - March 31, 2000                  5,463              5,410
        5,462,858 issued - June 30, 2000
      Paid in capital in excess of par value           2,608,970          2,089,923
      Retained Earnings                              ( 3,784,134)       ( 3,269,253)
                                                      -----------       ----------

         Total Stockholder's Equity                  ( 1,169,701)        (1,173,920)
                                                       ----------        ----------

 TOTAL LIABILITIES AND
    STOCKHOLDER'S  EQUITY                            $   481,429         $  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 MONTHS ENDED JUNE 30, 2000
                    AND FOR SHORT YEAR ENDED MARCH 31, 2000



                                                    June 30, 2000       March  30, 2000

<S>                                                 <C>                 <C>
      Sale Fruit & Juice                            $  104,057          $    -- 0 --
                                                    -----------         ------------

          Total Revenue                                104,057               -- 0 --

  PURCHASES
            Purchases Fruit                             55,702                   172
            Shipping, Packaging, Storag                 28,528                97,702
            Contract Labor                               1,000                   500
                                                    -----------         ------------
          Total Purchases                               85,230                98,374
                                                    -----------         ------------
                  Gross Profit Margin                   18,827               (98,374)

  GENERAL AND ADMINISTRATIVE EXPENSES
    General and Administrative                          59,259                60,253
    Consulting Fees                                     83,009               -- 0 --

     Depreciation                                        4,795                 2,137
     Interest Expense                                   42,203                41,236
     Insurance                                           7,380                 8,015
            Legal & Accounting Fees                     21,166                34,178
            Market Research & Development              211,008               531,220
    Salaries                                            98,030                97,785
     Tax-Payroll                                         7,695                 8,570
    Tax-Other                                            2,027                    73
                                                    -----------         ------------
      Total Administrative Expenses                    536,572               783,467
                                                    ------------         -----------

              Net Loss Before Other Income            (517,745)             (881,841)
                                                    -----------         ------------

    OTHER INCOME
        Interest Income                                  2,864                 1,756
                                                    -----------         ------------

          Net  Loss                                 $ (514,881)          $ ( 880,085)
                                                    ============        =============
</TABLE>







                 See accompanying notes and accountants' report.

                                       F-4






<PAGE>


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

            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY-CONSOLIDATED



                        JUNE 30, 2000 and MARCH 31, 2000



                                               COMMON     ADDITIONAL          RETAINED
                                               STOCK      PAID IN CAPITAL     EARNINGS      TOTAL


<S>                                           <C>           <C>              <C>            <C>
              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                                                                   ( 514,881)      (514,881)


     Sale of Stock                                    53        519,047                 0        519,100

              Balance June 30, 2000            $   5,463    $ 2,608,970      $ (3,784,134)  $ (1,169,701)
                                               =========     ==========      =============  =============
</TABLE>















                 See accompanying notes and accountants' report.




                                       F-5






<PAGE>


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

                      STATEMENT OF CASH FLOWS-CONSOLIDATED
  FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND SHORT YEAR ENDED MARCH 31, 2000


CASH FLOWS FROM OPERATING ACTIVITIES                   June 30, 2000       March 31, 2000
<S>                                                    <C>                 <C>
   Net Loss                                            $  (514,881)        $  (880,085)
       Adjustments to reconcile net income to net
       Cash provided by operating activities
          (Increase) decrease in:
      Depreciation                                           4,795               2,137
         Account Receivable                                (74,867)              --0--
         Due from Golden Phoenix                              --0--                 36
      Inventory-Frozen Concentrate                            --0--              2,965
         Note Receivable                                   (13,686)            (14,440)
         Interest Receivable                                (1,689)             (1,239)
         Marketing Materials                                  (187)              --0--
         Retainers Consulting - Marketing                   (9,445)           (103,000)

              Increase (Decrease ) in:
         Account Payable                                    15,750             (45,410)
          Payroll Taxes Payable                            (20,772)             17,775
          Health Insurance Payable                          (1,237)              1,237
         Accrued Interest payable                           36,500             (34,616)
                                                            ------             -------

NET CASH USED BY OPERATING ACTIVITIES                     (579,719)         (1,054,640)


     CASH FLOWS FROM INVESTING ACTIVITIES

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

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

CASH FLOWS FROM FINANCING ACTIVITIES
           Convertible Note                                    -0-             125,000
          Subscription Payable                                 -0-               3,100
           Loan Payable Navigator                           33,249              38,229
      Loan Payable-Shareholders                           (124,735)            (57,125)
         Common Stock                                          -0-                 410
         Additional Paid in Capital                        516,000           1,233,294
                                                         ---------           ----------

          NET CASH PROVIDED BY FINANCING ACTIVITIES        424,514           1,342,908
                                                        ----------           ----------

           NET INCREASE ( DECREASE )
                    IN CASH                               (200,554)            229,956

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

 Supplemental information

     Interest expense March, 2000    $ 41,236
     Interest expense June, 2000     $ 42,203

                 See accompanying notes and accountants' report.

                                       F-6



<PAGE>




                    Clements Golden Phoenix Enterprises, Inc.

                                  June 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  there Brand name of
          citrus  concentrate  juice 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  ended  June 30,  2000,  is $4,795 and for 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 markets.







                                       F-7






<PAGE>



                    Clements Golden Phoenix Enterprises, Inc.

                                  June 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  ended June 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  consist of frozen orange juice  concentrate  that can be
         shipped to China in refrigerated containers.


Note 2 - Loan Receivable Shareholder

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

Note 3 - Marketing Material

         Marketing  Materials  is made up of items and designs that will be used
         in marketing the citrus in China.



                                       F-8


<PAGE>



                    Clements Golden Phoenix Enterprises, Inc.

                                  June 30, 2000

                          NOTES TO FINANCIAL STATEMENTS




Note 4 - Accrued Interest Payable

         Interest  was  accrued  on the Loans  Payable -  Rizzuti,  Loeffelbein,
         Sellian,  Samartine, and Ludlum for the three months June 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.  he  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  two
         convertible   notes,   one  for  $31,250   with   Bassuener   Cranberry
         Corporation,  and one for $93,750 with Ranger Cranberry  Company,  LLC,
         with a stated interest rate of 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 before  January 13, 2003.  If not converted it shall
         be due in the form of a " balloon payment" on the maturity date.





                                       F-9








<PAGE>



                    Clements Golden Phoenix Enterprises, Inc.

                                  June 30, 2000

                          NOTES TO FINANCIAL STATEMENTS


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 - Subsequent Events

         The  corporation  in July  attended a trade show in China and  received
         commitments for the purchases of fruit from the 2000 growing season.

         On August 1, 2000 the Comapny  entered  into  an  employment  agreement
         with  Samuel  P.  Sirkis  as   President  of  Clements  Golden  Phoenix
         Enterprises,  Inc. The agreement is for two years. As per the agreement
         Mr. Sirkis will receive  200,000  shares of  the  Company's  restricted
         stock as a signing bonus.  The starting salary will be $75,000 per year
         with the same benefits as other key employees.


                                      F-10


<PAGE>



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

General

         Since January 2000,  the Company has sold 718,124  shares of its Common
Stock to one hundred twenty-eight (128) investors. For such offering the Company
relied upon Section 4(2) of the Act, Rule 506,  Section  11-51-308(1)(p)  of the
Colorado Code,  Section  517.061(11) of the Florida Code, Section 130.293 of the
Illinois  Code,  Section  402(b)(9) of the  Massachusetts  Code,  Rule 803.7 and
Section  402(b)(21) of the Michigan Code,  Section  359(f)(2)(d) of the New York
Code,  Section  49:3-50(b)(9)  of the New Jersey Code,  Rule .1211. of the North
Carolina  Code,  Section  48-2-125 as interpreted  by Rule  0780-4-2-.11  of the
Tennessee  Code,  Section 109.13 of the Texas Code,  Rule 21 VAC 5-40-120 of the
Virginia Code and Section 551.29(2) of the Wisconsin 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.

         The facts relied upon to make the Colorado exemption available are: (1)
the sale was in compliance  with an exemption  from  registration  under section
4(2) of the Securities Act of 1933; and (ii) the Company filed with the State of
Colorado  securities  commissioner  a  notification  of  exemption,  and paid an
exemption fee.

         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  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 was available for such
questioning.

         The  facts  relied  upon to make the  Illinois  Exemption  include  the
following:  (i) the  Company  filed a  completed  SEC Form D with  the  Illinois
Securities  Department of the  Secretary of State;  and (ii) the Company paid an
appropriate filing fee to the Illinois Securities Department.

                                       13

<PAGE>



         The facts  relied upon to make the  Massachusetts  Exemption  available
include the  following:  (i) the Company did not offer to more than  twenty-five
(25) persons in Massachusetts  during any period of twelve (12) months; (ii) the
Company reasonably believed that all the buyers in Massachusetts were purchasing
for  investment;  and  (iii)  the  offer  did not  involve  the  payment  of any
commission or other  remuneration  for  soliciting  any buyer in  Massachusetts,
therefore no notice to the secretary of state was required to be filed.

         The  facts  relied  upon to make the  Michigan  Exemption  include  the
following:  (i) the  Company  filed a  completed  SEC Form D with  the  Michigan
Securities Division;  (ii) the Company executed a Form U-2 consent to service of
process  in the state of  Michigan;  (iii) the forms  were  filed not later than
fifteen (15) days after the first sale of the  securities in Michigan;  (iv) the
Company  provided  the Michigan  State  Securities  Administrator  a copy of the
information  furnished  by  the  Company  to  the  offerees,  which  constitutes
disclosure adequate to satisfy the anti-fraud provisions of the act; and (v) the
Company paid an appropriate filing fee of $100.

         For purposes of Section  359(f)(2)(d)  of the New York Code,  the facts
upon which the Company relied are: (i) (i) the securities were sold in a limited
offering to not more than forty (40)  persons.  The Company filed a Form M-11 in
New York.

         The facts  relied  upon to make the New Jersey  Exemption  include  the
following:  (i) the sale was to not more than ten (10) persons during any period
of twelve (12) consecutive months; (ii) the Company reasonably believed that all
buyers purchased for investment;  (iii) no commission or other  remuneration was
paid for soliciting any prospective  buyer; and (iv) the sale was not offered or
sold by general solicitation or any general advertisement.

         The facts relied upon to make the North Carolina  Exemption include the
following:  (i) the Company filed a completed SEC Form D with the North Carolina
Department  of the  Secretary of State  Securities  Division;  (ii) the Form was
filed not later than fifteen  (15) days after the first sale;  (iii) the Company
executed a Form U-2 consent to service of process;  and (iv) the Company paid an
appropriate filing fee of $75.

         The facts  relied  upon to make the  Tennessee  Exemption  include  the
following:  (i) the  Company  filed a  completed  SEC Form D with the  Tennessee
Division of Securities; (ii) the Form was filed not later than 15 days after the
first sale;  (iii) the Company  provided the Tennessee  Division of Securities a
copy of the  information  furnished  by the  Company to the  offerees,  (iv) the
Company  executed a Form U-2 consent to service of process;  and (v) the Company
paid an appropriate filing fee.

          The  facts  relied  upon to  make  the  Texas  Exemption  include  the
following:  (i) the Company  filed a  completed  SEC Form D with the Texas State
Securities Board; (ii) the form was filed not later than fifteen (15) days after
the first sale;  (iii) the Company provided the State Securities Board a copy of
the  information  furnished  by the  Company to the  offerees,  (iv) the Company
executed a Form U-2 consent to service of process;  and (v) the Company  paid an
appropriate filing fee.

         The  facts  relied  upon to make the  Virginia  Exemption  include  the
following:  (i) the Company filed a completed SEC Form D with the Virginia State
of Corporation  Commission;  (ii) the form was filed not later than fifteen (15)
days after the first  sale;  (iii) the  Company  executed a Form U-2  consent to
service of process,  appointing the Clerk of the State Corporation Commission as
its agent for  service of  process;  and (iv) the  Company  paid an  appropriate
filing fee of $250.


                                       14

<PAGE>



         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 July 2000, the number of directors of the Company was increased from
four (4) to (5) at a  meeting  of the  Board  of  Directors.  Subsequently,  the
directors  appointed  Samuel  P.  Sirkis to fill the  vacancy  and to serve as a
Director until the next annual meeting of the shareholders. At the same meeting,
Henry T.  Clements  resigned as  President  and also as Chairman of the Board of
Directors,  although he remained Chief Executive  Officer and also a Director of
the Company.  Joseph  Rizzuti  resigned as  Vice-President  and Treasurer of the
Company, but retained his position as Chief Operating Officer and was elected to
be  Chairman  of the Board of  Directors.  Samuel P.  Sirkis  was  elected to be
President of the Company.

         In August 2000, the Company  entered into an employment  agreement with
Samuel P. Sirkis to be President of the  Company.  The term of the  agreement is
for a period  of two (2)  years.  The  Company  agreed  to pay a base  salary of
$75,000 and a signing bonus of 200,000 shares of the Company's Common Stock. 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  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 was available for such
questioning.

Discussion and Analysis

         Clements Golden Phoenix Enterprises,  Inc. (the "Company" or "CGPE") 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 Clements  Citrus
Sales of Florida, Inc., a Florida corporation ("CCSF") on December 31, 1999 (the
"Agreement").  The  Company is not  presently  trading on an  exchange,  but has
applied to have its Common Stock quoted on the Over the Counter  Bulletin  Board
by submitting its 15c2-11 application to the National  Association of Securities
Dealers.  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.


                                       15

<PAGE>



         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 June
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 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 June 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 2nd quarter  ended June
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 second  quarter
ended June 30, 2000 the Company had salary expenses of $97,785 and $98,030. 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.

                                       16

<PAGE>



         For the short year ended March 31, 2000 and the 2nd quarter  ended June
30, 2000, the Company had market research and  development  expenses of $531,220
and $211,008 respectively.

         For the short year ended March 31, 2000 and the 2nd quarter  ended June
30,  2000,  the  Company  paid  consulting  fees in the amount of $0 and $83,009
respectively. This increase was due primarily to the consulting fees paid to Mr.
Sam Mok, the Company's liaison with Mainland China.

         For the short year ended March 31, 2000 and the 2nd quarter  ended June
30,  2000,  the  Company  had total  administrative  expenses  of  $783,467  and
$536,572.

Net Losses

         For the short year ended March 31, 2000 and the 2nd quarter  ended June
30,  2000,  the Company  reported a net loss from  operations  of  $880,085  and
$514,881 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.

Employees

         At June 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.




                                       17

<PAGE>


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
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.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

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  June 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.

                                       18

<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>
<S>               <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.

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

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

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

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

10.5     *        Employment Agreement with Samuel P. Sirkis dated August 1, 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>
----------------

                                       19

<PAGE>





(*  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.

     (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.




                                   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: August 18, 2000       BY: /s/ Joseph R.  Rizzuti
                            --------------------------------
                              Joseph R.  Rizzuti, COO, Chairman and acting CFO

                                       20

<PAGE>



                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective the 1st day of
August 2000, by and between Clements Golden Phoenix Enterprises, Inc., a Florida
corporation  with offices at 3135 S.W.  Mapp Road,  P.O. Box 268,  Palm City, FL
34991 (the  "Employer")  and Samuel P.  Sirkis,  residing at 2705 Autumn  Leaves
Drive, Daytona Beach, FL 32124 (the "Employee").

                              W I T N E S S E T H :

         WHEREAS, Employer desires to  engage  the services of Employee upon the
terms set forth herein; and

         WHEREAS,   Employee   desires  to  be  employed  by  Employer   and  to
appropriately memorialize the terms and conditions of such employment.

         NOW THEREFORE,  in consideration of the mutual promises,  covenants and
conditions contained herein and for other good and valuable  consideration,  the
receipt and  adequacy  of which is hereby  acknowledged,  the  parties  agree as
follows:

         1.       BASIC EMPLOYMENT PROVISIONS.

                  (a)  Employment  and Term.  Employer  hereby  agrees to employ
Employee  (hereinafter referred to as the "Employment") as President of Employer
(the "Position") and Employee agrees to be employed by Employer in such Position
for a  period  of two (2)  years  ending  on the 31st  day of  July,  2002  (the
"Termination   Date"),   unless  terminated  earlier  as  provided  herein  (the
"Employment Period").

                  (b) Duties.  Employee in the  Position  will be subject to the
direction and  supervision of the Board of Directors (the "Board") and will have
those  duties  and  responsibilities  which  are  assigned  to  him  during  his
Employment  Period by the Board consistent with the Position,  provided that the
Board will not assign any greater  duties or  responsibilities  to the  Employee
than are necessary for the Employee's  faithful and adequate  performance of the
duties and responsibilities assigned. The parties expressly acknowledge that the
Employee  will  devote all of  Employee's  business  time and  attention  to the
transaction of the Employer's  business as is reasonably  necessary to discharge
Employee's responsibilities hereunder. Employee agrees to perform faithfully the
duties assigned to the best of Employee's ability.

         2.       COMPENSATION.

                  (a) Salary. During the Employment Period, Employer will pay to
Employee a salary as basic  compensation  for the  services  to be  rendered  by
Employee  hereunder.  The  initial  amount of such  basic  compensation  will be
Seventy Five Thousand  Dollars  ($75,000) per year. Such salary will be reviewed
annually by the Board of the  Employer  and may be increased in the Board's sole
discretion based upon the profitability of Employer. Such salary will accrue and
be payable in accordance  with the payroll  practices of Employer in effect from
time to time. All such payments will be subject to deductions  and  withholdings
authorized or required by applicable law.

                  (b)      Bonus.  During the Employment Period, Employee may be
eligible to receive any additional salary,  bonus or other  compensations as may
be determined in the Board's sole discretion.



<PAGE>



                  (c) Benefits.  During the Employment Period,  Employee will be
entitled to such other  benefits as are  available  to other key  employees  and
executives   of   Employer,   including,   without   limitation,   group   life,
hospitalization and other insurance, paid vacations, and pension benefits.

                  (d) Signing Bonus.  Upon execution of this agreement, Employee
will  receive a  signing  bonus of 200,000  shares of the  Company's  restricted
Common Stock.

         3.       TERMINATION.

                  (a)  Death  or  Disability.   This  Agreement  will  terminate
automatically  upon the death or total  disability of Employee.  For the purpose
this Agreement,  "total  disability" will be deemed to have occurred if Employee
will have been unable to perform the  assigned  duties due to mental or physical
incapacity  for a period of three (3)  consecutive  months or for any sixty (60)
working days out of a six (6) month consecutive period.

                  (b) Cause.  Employer may terminate the  employment of Employee
under this Agreement for Cause. For the purpose of this Agreement,  "cause" will
be deemed to be the  insolvency  of Employer  as  determined  by the  Employer's
auditors, any felony convictions,  fraud, dishonesty,  competition with Employer
by Employee, unauthorized use of any of Employer's trade secrets or confidential
information by Employee,  or failure to properly  perform the duties assigned to
Employee, in the reasonable judgment of Employer.

                  (c) Without Cause.  Except in the case of change of control as
defined  herein,  in which  case  subparagraph  (d)  will  apply,  Employer  may
terminate the employment of Employee under this Agreement with written notice to
Employee (the "W/C Notice").

                  (d) Change of  Control.  Upon  change of control of  Employer,
Employer  may  terminate  this  Agreement.  For the  purpose of this  Agreement,
"change of  control"  will mean a change in the  control of Employer of a nature
that would be  required to be reported in response to (1) Item 1 of Form 8K; (2)
Item 5(f) of Schedule 14A of Regulation 14A; or (3) any other rule or regulation
as promulgated by the Securities and Exchange Commission.

                  (e) Voluntary Termination by Employee.  Employee may terminate
this  Agreement  with  three (3) month  written  notice  to  Employer  (the "V/T
Notice").

         4.       COMPENSATION UPON TERMINATION.

                 (a) Death or Disability. If the Employment Period is terminated
pursuant to the provisions of Section 3(a) above, the following will be payable:

               (1) In the case of death, no further compensation will be payable
to  Employee,   except  that  Employee's  estate,  heir  or  beneficiaries,   as
applicable,  will be entitled,  in addition to any other  benefits  specifically
provided to them under any benefit  plan,  to receive  Employee's  then  current
salary for the balance of the Employment Period.

               (2) In the case of disability,  no further  compensation  will be
payable to Employee,  except that Employee will be entitled,  in addition to any
other  benefits  specifically  provided to Employee  under any benefit  plan, to
receive Employee's then current salary for the balance of the Employment Period.



<PAGE>



                  (b) Termination for Cause. If the Employment of Employee under
this  Agreement is terminated  for cause  pursuant to the  provisions of Section
3(b) above, no further  compensation  will be paid to Employee after the date of
termination and all benefits will cease at that time.

                  (c)  Termination  Without Cause. If the Employment of Employee
under this Agreement is terminated pursuant to Section 3(c) above, Employee will
be  entitled  to  continue  to receive  from  Employer  the then  current  basic
compensation hereunder for a period of three (3) months from the date of the W/C
Notice,  such  amount to be paid in  accordance  with the payroll  practices  of
Employer, and further will be entitled to receive the benefits to which Employee
would otherwise be entitled pursuant to Section 2(c) above for a period of three
(3) months from the date of the W/C Notice.

                  (d)   Termination due to Change of Control.  If the Employment
of Employee under this Agreement is terminated pursuant to Section 3(d) above,

                          (1) in the event that Employer's new management offers
Employee  a  position,  Employee  will have  thirty  (30) days from the date the
position is offered to decide where to accept or not. If Employee accepts,  this
Agreement will be terminated and all compensation will be in accordance with the
new agreement.  If the Employee rejects the offered  position,  Employee will be
entitled to receive within sixty (60) days from the date of change of control, a
lump sum equal to the Employee's then current salary for a period of twelve (12)
months,  and further will be entitled to receive the benefits to which  Employee
would  otherwise  be  entitled  pursuant  to Section  2(c) above for a period of
twelve (12) months; or

                          (2) in  the  event  that the Employer's new management
does not offer Employee a position,  Employee will be entitled to receive within
sixty  (60) days from the date of  change  of  control,  a lump sum equal to the
Employee's  then current salary for a period of twelve (12) months,  and further
will be entitled to receive the benefits to which  Employee  would  otherwise be
entitled pursuant to Section 2(c) above for a period of twelve (12); and

                  (e) Termination Due to Voluntary  Termination by Employee.  If
the Employee  voluntarily  terminates the Employee's  Employment pursuant to the
provisions of Section 3(e) above,  Employee will be entitled to receive the then
current  salary of Employee for the lesser of (i) three (3) months from the date
of the V/T Notice or (ii) for the period from the date of the V/T Notice through
the last day on which Employee remains in the Position.

         5.       EXPENSE REIMBURSEMENT.

                  Upon  submission  of  properly   documented   expense  account
reports,  Employer will reimburse Employee for all reasonable  business,  travel
and entertainment  expenses incurred by Employee in the course of his Employment
with Employer.

         6.       ASSIGNMENT.

                  This  Agreement  and  all of the  provisions  hereof  will  be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  permitted  assigns,  but neither this  Agreement nor any of the
rights,  interests  or  obligations  hereunder  will be  assigned  by any of the
parties hereto,  except that this Agreement and all of the provisions hereof may
be  assigned by Employer to any  successor  to all or  substantially  all of its
assets (by merger or  otherwise)  and may  otherwise be assigned  upon the prior
written consent of Employee.



<PAGE>



         7.       CONFIDENTIAL INFORMATION.

                  (a)  Non-Disclosure.  During the  Employment  Period or at any
time thereafter, irrespective of the time, manner or cause of the termination of
this  Agreement,  Employee  will not  directly or  indirectly  reveal,  divulge,
disclose or communicate to any person or entity, other than authorized officers,
directors  and  employees  of  the  Employer,  in  any  manner  whatsoever,  any
Confidential  Information (as hereinafter defined) of Employer without the prior
written consent of the Board.

                   (b) Definition.  As used herein,  "Confidential  Information"
means  information  disclosed  to or known by  Employee  as a direct or indirect
consequence  of or through  the  Employment  about  Employer  or its  respective
businesses,  products and practices, which information is not generally known in
the  business  in which  Employer is or may be  engaged.  However,  Confidential
Information  will not  include  under any  circumstances  any  information  with
respect to the  foregoing  matters  which is (i)  available to the public from a
source other than  Employee,  (ii) released in writing by Employer to the public
or to  persons  who are not under a similar  obligation  of  confidentiality  to
Employer and who are not parties to this  Agreement,  (iii) obtained by Employee
from a third  party  not  under  a  similar  obligation  of  confidentiality  to
Employer,  (iv) required to be disclosed by any court process or any  government
or agency or  department  of any  government,  or (v) the  subject  of a written
waiver executed by Employer for the benefit of Employee.

                  (c) Return of Property.  Upon  termination of the  Employment,
Employee  will  surrender to Employer all  Confidential  Information,  including
without limitation,  all lists, charts, files, disks, tapes,  programs,  program
and system manuals and documentation,  schedules, reports, financial statements,
books  and  records  of the  Employer,  and all  copies  thereof,  and all other
property  belonging to the Employer will be accorded  reasonable  access to such
Confidential  Information  subsequent  to the  Employment  Period for any proper
purpose as determined in the reasonable judgment of Employer.

         8.       AGREEMENT NOT TO COMPETE.

                  (a)      Employee agrees:

               (1) To give the Board three (3) month's written advance notice of
voluntary  termination  of Employment  with  Employer.  Such notice will include
Employee's future employment or  self-employment  intentions,  identification of
the prospective employer and the general nature of the prospective employment or
self-employment, if known. Employer will continue to pay the then-current salary
to Employee in accordance with paragraph 4(e) above.

               (2) To participate in an exit interview  conducted by a member of
the personnel department of Employer and/or by a representative of Employer,  at
the time of or prior to the termination of Employment with Employer.

               (3) That  for two (2)  years  following  the  termination  of the
Employment,  Employee  will  promptly  notify  Employer  of  any  change  in the
identification  of  Employee's  employer or the nature of such  employment or of
self-employment.

               (4) Subject to the conditions  hereinafter stated,  Employee will
not, within two (2) years after leaving the employ of Employer,  engage or enter
into  employment  by,  or into  self-employment  or  gainful  occupation  as,  a
Competing Business (as hereinafter  defined) or act directly or indirectly as an
advisor,  consultant,  sales agent,  as defined herein or broker for a Competing
Business. As used herein, "Competing Business" means a business which is engaged
in the  manufacture,  sale or other  disposition  of a product or service or has



<PAGE>


under  development  a product or service which is in direct  competition  with a
product or service,  whether  existing or under  development,  of the  Employer.
Employee  acknowledges  that Employer does not have an adequate remedy at law in
the event Employee violates this provision and, therefor,  Employee agrees that,
in such an event, Employer will be entitled to seek equitable relief,  including
but not limited to,  injunctive  relieve and to  withhold  all  payments  due to
Employee  hereunder  pending a judicial  determination  of whether  Employee has
violated this Agreement.

                  (b)      Employer further agrees:

               (1) That  within  fifteen  (15)  business  days  after  receiving
written  identification  of the prospective  employer verified in writing by the
Employer, the nature of the employment or self-employment  pursuant to Paragraph
8(a)(1)  above,  or any change  therein  pursuant to  Paragraph  8(a)(3)  above,
Employer  will  advise  Employee as to whether  such  employment  constitutes  a
Competing Business as defined in Paragraph 8(a)(4) above.

                  (c) The  provisions  of 8(a)(2) - 8(a)(4)  and 8(b) will apply
whether the termination is voluntary or involuntary and for whatever reason.  In
addition, 8(a)(1) will apply in the case of a voluntary termination by Employee.

         9.       WAIVER OF AGREEMENT NOT TO COMPETE.

                  The  Employer,  based  on  the  facts  revealed  to it by  the
Employee  regarding  the  new  employment  and in its  discretion  upon  written
notification  to  Employee,  may at any time waive or elect not to  enforce  the
provisions of Paragraph 8(a)(4).

         10.      AGREEMENT NOT TO SOLICIT EMPLOYEES.

                  Employee  agrees that, for a period of two (2) years following
the  termination of the Employment  Period,  Employee will not, on behalf of any
business, engage in a business competitive with Employer,  solicit or induce, or
in any manner attempt to solicit or induce,  either directly or indirectly,  any
person  employed by, or any agent of Employer,  to terminate such  employment or
agency,  as the case may be, with  Employer.  In the event of violation  hereof,
Employer may terminate any payments due to Employee hereunder.

         11.      NO VIOLATION.

                  Employee  hereby  represents and warrants to Employer that the
execution, delivery and performance of this Agreement or the passage of time, or
both, will not conflict with,  result in a default,  right to accelerate or loss
of rights under any  provision of any  agreement or  understanding  to which the
Employee or, to the best knowledge of Employee, any of Employee's affiliates are
a party or by which Employee,  or to the best knowledge of Employee,  Employee's
affiliates may be bound or affected.

         12.      CAPTIONS.

                  The captions, headings and arrangements used in this Agreement
are for  convenience  only and do not in any way  affect,  limit or amplify  the
provisions hereof.

         13.      NOTICES.

                  All notices  required or permitted to be given  hereunder will
be in writing and will be deemed  delivered,  whether or not actually  received,
two (2) days after being deposited in the United


<PAGE>



States mail,  postage  prepaid,  registered or certified  mail,  return  receipt
requested, addressed to the party to whom notice is being given at the specified
address or at such other address as such party may designate by notice:

Employer:                          Clements Golden Phoenix Enterprises, Inc.
                                   3135 S.W. Mapp Road
                                   P.O. Box 268
                                   Palm City, FL 34991
With a copy
which shall not
constitute notice to:              Mintmire & Associates
                                   265 Sunrise Avenue
                                   Suite 204
                                   Palm Beach, FL 33480

Employee:                          Samuel P. Sirkis
                                   2705 Autumn Leaves Drive
                                   Daytona Beach, FL 32124

         14.      INVALID PROVISIONS.

                  If any  provision  of this  Agreement  is held to be  illegal,
invalid or  unenforceable  under present or future laws, such provisions will be
fully  severable,  and this  Agreement will be construed and enforced as if such
illegal,  invalid or unenforceable  provision had never comprised a part of this
Agreement;  the remaining provisions of this Agreement will remain in full force
and effect and will not be affected  by the  illegal,  invalid or  unenforceable
provision or by its severance of this  Agreement.  In lieu of each such illegal,
invalid or unenforceable provision, there will be added automatically as part of
this  Agreement  a  provision  as similar in terms to such  illegal,  invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.

         15.      ENTIRE AGREEMENT; AMENDMENTS.

                  This  Agreement  contains the entire  agreement of the parties
hereto  with  respect to the  subject  matter  hereof and  supersedes  all prior
agreements and  understandings,  if any,  relating to the subject matter hereof,
including the Prior Agreement,  which is fully replaced  hereby.  This Agreement
may be amended,  in whole or in part only, by an  instrument in writing  setting
forth the  particulars  of such  amendment  and duly  executed  by an officer of
Employer expressly authorized by the Board to do so and by Employee.

         16.      WAIVER.

                  No delay or omission by any party hereto to exercise any right
or power  hereunder  will impair such right or power to be construed as a waiver
thereof.  A waiver by any of the parties  hereto of any of the  covenants  to be
performed by any other party or any breach thereof will not be construed to be a
waiver  of any  succeeding  breach  thereof  or of  any  other  covenant  herein
contained. Except as otherwise expressly set forth herein, all remedies provided
for in this  Agreement  will be cumulative and in addition to and not in lieu of
any other remedies available to any party at law, in equity or otherwise.





<PAGE>


         17.      COUNTERPARTS.

                  This Agreement may be executed in multiple counterparts,  each
of which will constitute an original,  and all of which together will constitute
one and the same agreement.

         18.      GOVERNING LAW.

                  This Agreement will be construed and enforced according to the
laws of the State of Florida.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of the date first above written.



EMPLOYER:                                           EMPLOYEE:

Clements Golden Phoenix Enterprises, Inc.


By:/s/ Henry T. Clements                            /s/Samuel P. Sirkis
--------------------------------------             ----------------------------
      Henry T. "Skip" Clements                      Samuel P. Sirkis
      Chief Executive Officer