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

                                  Form 10-QSB/A

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

For the quarter ended: December 31, 2002

Commission file no.: 0-27137

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



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

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


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

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


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


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

                    Common Stock, $0.001 par value per share
                          ---------------------------
                                (Title of class)

Copies of Communications Sent to:

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

<PAGE>


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

                                                                Yes [X]  No [_]

As of December 31,  2002,  there were  12,264,201  shares of voting stock of the
registrant issued and outstanding.

                         Part I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS




                                TABLE OF CONTENTS




Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets                                    F-1

Condensed Consolidated Statements of Operations                          F-2

Condensed Consolidated 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 SHEETS

                                                                         December 31,       March 31,
                                                                             2002              2002
                                                                          (Unaudited)       (Audited)
                                                                       ----------------  ----------------
<S>                                                                    <C>               <C>
CURRENT ASSETS
Cash and cash equivalents                                              $              -  $             48
Accounts receivable, net of allowance of $110,404 and $82,244,
respectively                                                                          -            28,160
Loans and accrued interest receivable from former officer, net of
allowance of $121,326                                                                 -                 -
---------------------------------------------------------------------- ----------------- ----------------
Total current assets                                                                  -            28,208

PROPERTY AND EQUIPMENT, NET                                                      11,680            15,693
---------------------------------------------------------------------- ----------------- ----------------

TOTAL ASSETS                                                           $         11,680  $         43,901
====================================================================== ================= ================

LIABILITIES AND DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Accounts payable                                                       $        568,367  $        544,784
Accrued expenses                                                                339,606           318,765
Accrued interest payable - stockholders                                         435,929           325,192
Convertible notes payable                                                       500,000           500,000
Loans payable -- stockholders                                                   681,248           751,248
TOTAL LIABILITIES                                                             2,525,150         2,439,989
---------------------------------------------------------------------- ----------------- ----------------

DEFICIENCY IN ASSETS
Common stock, $.001 par value; 50,000,000 shares authorized;
12,264,201 shares issued and outstanding                                         12,264            10,764
Additional paid-in capital                                                    5,034,908         4,931,408
Accumulated deficit                                                          (7,560,642)       (7,338,260)
TOTAL DEFICIENCY IN ASSETS                                                   (2,513,470)       (2,396,088)
---------------------------------------------------------------------- ----------------- ----------------

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                             $         11,680  $         43,901
====================================================================== ================= ================
</TABLE>

See accompanying summary of notes to unaudited
condensed consolidated financial statements.

                                       F-1



<PAGE>


<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001


                                                      Three months ended December 31,  Nine months ended December 31,
                                                            2002            2001           2002              2001
                                                      ---------------  -------------- ---------------  --------------
<S>                                                   <C>             <C>             <C>              <C>
REVENUE                                               $             - $       109,658 $             -  $      132,921

COST OF GOODS SOLD                                                  -          92,454               -         132,465
--------------------------------------------------------------------- --------------- ---------------  --------------

GROSS PROFIT (LOSS)                                                 -          17,204               -             456
--------------------------------------------------------------------- --------------- ---------------  --------------

OPERATING EXPENSES
Consulting fees                                                     -          49,000               -         203,595
Bad debts - trade                                              28,160               -          28,160               -
Professional fees                                              23,535          13,484          67,317          59,325
Salaries                                                            -          47,635               -         186,005
Selling, general and administrative                             4,712          41,378          15,682         209,485
Total operating expenses                                       56,407         151,497         111,159         658,410
--------------------------------------------------------------------- --------------- ---------------  --------------

LOSS BEFORE OTHER INCOME (EXPENSE)                            (56,407)       (134,293)       (111,159)       (657,954)
--------------------------------------------------------------------- --------------- ---------------  --------------

OTHER INCOME (EXPENSE)
Interest income                                                     -               2               -               6
Interest expense                                              (37,399)        (54,693)       (111,224)       (177,989)
Total other income (expense)                                  (37,399)        (54,691)       (111,224)       (177,983)
--------------------------------------------------------------------- --------------- ---------------  --------------

NET LOSS                                                      (93,806)       (188,984)       (222,383)       (835,937)
===================================================================== =============== ===============  ==============

NET LOSS PER COMMON SHARE - BASIC AND
DILUTED                                               $         (0.01)$         (0.02)$         (0.02) $        (0.10)
===================================================================== =============== ===============  ==============

 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING             11,027,937       9,714,201      10,851,792       8,541,756
===================================================================== =============== ===============  ==============
</TABLE>




See accompanying summary of notes to unaudited
condensed consolidated financial statements.

                                       F-2




<PAGE>





<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001

                                                                                     2002             2001
                                                                                ---------------- ----------------
<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $       (222,383)$       (835,937)
------------------------------------------------------------------------------------------------ ----------------
Adjustment to reconcile net loss to net cash (used in) operating activities:
Depreciation                                                                               4,013            8,690
Bad debt expense                                                                          28,160                -
Loss on disposition of transportation equipment                                                -            4,083
Changes in operating assets and liabilities:
Accounts receivable                                                                            -         (104,904)
Prepaid consulting fees                                                                        -           48,147
Prepaid expenses                                                                               -          (17,650)
Inventory                                                                                      -           20,401
Accounts payable                                                                          58,584          368,443
Accrued interest payable                                                                 110,737          173,963
Accrued expenses                                                                          20,841          125,380
Total adjustments                                                                        222,335          626,553
------------------------------------------------------------------------------------------------ ----------------
Net cash used in operating activities                                                        (48)        (209,384)
------------------------------------------------------------------------------------------------ ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposition of transportation equipment                                          -           61,750
Other assets                                                                                   -              186
Net cash provided by investing activities                                                      -           61,936
------------------------------------------------------------------------------------------------ ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of long-term debt                                                           -          (52,689)
Proceeds from stockholder loans                                                                -          210,871
Principal repayments of stockholder loans                                                      -          (23,055)
Net cash provided by financing activities                                                      -          135,127
------------------------------------------------------------------------------------------------ ----------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                        (48)         (12,321)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                                       $              - $            466
================================================================================================ ================

Supplemental Disclosure:
--------------------------------------------------------------------------------
Cash paid for interest                                                          $              - $          1,280
Cash paid for taxes                                                             $              - $              -
================================================================================================ ================

Supplemental Disclosure of Non-Cash Activities:
--------------------------------------------------------------------------------
Issued stock for services                                                       $         35,000 $              -
Issued stock to repay stockholder note                                          $         70,000 $              -
</TABLE>


See accompanying summary of notes to unaudited
condensed consolidated financial statements.

                                       F-3



<PAGE>


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



NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Consolidation
The condensed consolidated financial statements include the accounts of Clements
Golden Phoenix Enterprises,  Inc. and its wholly owned subsidiary,  Globefruits,
Inc.  (collectively  ""the Company"").  The wholly owned subsidiary  changed its
name from Clements Citrus Sales of Florida, Inc. to Globefruits,  Inc in October
2001.  All  significant   intercompany   balances  and  transactions  have  been
eliminated in consolidation.

Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States 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 nine month
period ended  December 31, 2002 are not  necessarily  indicative  of the results
that  may  be  expected  for  the  year  ending  March  31,  2003.  For  further
information,  refer to the Company"s audited financial  statements and footnotes
thereto  included  in the  Company"s  Annual  Report on Form 10-KSB for the year
ended March 31,

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 3. GOING CONCERN CONSIDERATIONS

During the fiscal year ended March 31, 2002 and  continuing in fiscal 2003,  the
Company experienced, and continues to experience, certain cash flow problems and
has, from time to time, experienced difficulties meeting its obligations as they
become due. As reflected in the condensed consolidated financial statements, the
Company has  incurred net losses of  approximately  $194,000 for the nine months
ended December 31, 2002, and as of December 31, 2002, the Company's consolidated
financial  position  reflects  a working  capital  deficiency  of  approximately
$2,497,000.  Management's  plans  with  regard to these  matters  encompass  the
following actions:

Liquidity

1.   Financing from Third Party Sources
     For the fiscal year ending  March 31, 2003,  the Company  plans to continue
     its  equity  fundraising  efforts  and is in the  process of  completing  a
     private  placement with an individual under which the Company is attempting
     to raise $4,000,000 in exchange for shares of the Company"s common stock.

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

Profitability

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

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


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





                                      F-5



<PAGE>





NOTE 4. LOANS AND ACCRUED INTEREST RECEIVABLE FROM FORMER OFFICER

Loans and accrued interest  receivable from former officer is comprised of funds
disbursed to or on behalf of a former officer for various personal expenditures.
In July 2000, the Company began  withholding  from the former officer"s wages to
pay back the loans.  The loans  bear  interest  at 8 1/2 1/2% per annum.  During
April  2001,  the  officer  was  terminated  and  management  believes  there is
significant  uncertainty regarding  recoverability.  Accordingly,  the loans and
related accrued interest have been fully reserved at December 31, 2002.

NOTE 5. CONVERTIBLE NOTES PAYABLE

At December 31, 2002, convertible notes payable consisted of the following:

*    $100,000 note to a stockholder  dated March 1, 2000.  Interest accrues at a
     rate of 12% per annum on the unpaid principal balance and is due quarterly.
     The unpaid principal and accrued interest could be converted into shares of
     the restricted common stock of the company at the option of the payee on or
     before March 1, 2001. If not  converted,  the unpaid  principal and accrued
     interest  would be due on March 1, 2001. The note has matured and is due on
     demand.
*    $150,000 note to a stockholder dated October 19, 2000.  Interest accrues at
     a  rate  of 12%  per  annum  on the  unpaid  principal  balance  and is due
     quarterly.  The unpaid  principal and accrued  interest  could be converted
     into shares of the restricted  common stock of the company at the option of
     the payee on or before  October  19,  2001.  If not  converted,  the unpaid
     principal and accrued  interest  would be due on October 19, 2001. The note
     has matured and is due on demand.
*    $250,000 note to a stockholder dated December 11, 2000. Interest accrues at
     a rate of 11% per  annum on the  unpaid  principal  balance  and was due on
     April 10, 2001. The unpaid  principal and accrued interest may be converted
     into shares of the restricted  common stock of the company at the option of
     the payee on or before April 10, 2001. As the note was not  converted,  the
     unpaid principal and accrued  interest was due on April 10, 2001.  However,
     the Company  received an  extension  of the due date of the  principal  and
     accrued  interest until October 10, 2001. In connection with this note, the
     Company  issued the note holder  6,250 shares of the  Company"s  restricted
     common  stock and  warrants  to  purchase  6,250  additional  shares of the
     Company"s  restricted  common  stock.  The note has  matured  and is due on
     demand.

NOTE 6. LOANS PAYABLE - STOCKHOLDERS

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

NOTE 7. RELATED PARTIES

During the six months  ended  December  31,  2002,  a company  controlled  by an
officer of the  Company  paid  operating  expenses of  approximately  $11,000 on
behalf of the Company.  As of December 31, 2002,  the balance due to the related
company is approximately $30,000 and is included in accounts payable.

                                      F-6

<PAGE>



In December 2002, the Company issued  1,000,000  shares of it restricted  common
stock to a stockholder in repayment of a loan payable of $70,000.  The stock was
valued at $0.07 per share which  approximated  the fair value at the date of the
transaction.

In December 2002,  the Company  issued  500,000  shares of it restricted  common
stock to its  attorney in exchange  for legal  services  valued at $35,000.  The
stock was  valued at $0.07 per share  which  approximated  the fair value at the
date of the transaction.

NOTE 8. SUBSEQUENT EVENT

In March 2003, the Company issued 500,000 shares of its restricted  common stock
to an outside  party for services  performed on behalf of the Company  valued at
$35,000.  The stock was valued at $0.07 per share  which  approximated  the fair
value at the date of the transaction.





                                      F-7


<PAGE>


Item 2. Management's Discussion and Analysis

General

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").

During the quarter,  the Company cancelled the certificate  originally issued to
PMC Trust UAD 3-31-91 ("PMC")  pursuant to a subscription  agreement to purchase
40,250,000 shares of the Company's restricted common stock for which the Company
never received payment.

In December 2002, the Company issued 1,000,000  shares of its restricted  common
stock  valued at $70,000,  to Joseph  Rizzuti,  the  Company's  sole officer and
director,  in exchange for a partial release from debt and cancellation of loans
previously  made to the Company in that amount.  For such offering,  the Company
relied upon the 506 Exemption.

Also in December  2002,  the Company  issued  500,000  shares of its  restricted
common  stock to Donald  Mintmire in exchange  for a release from debt for legal
services in the amount of $35,000.  For such  offering,  the Company relied upon
the 506 Exemption.

In March 2003, the Company issued 500,000 shares of its restricted  common stock
to Freeman  Perry  pursuant  to a  resolution  of the Board of  Directors  dated
January 8, 2003.  The shares were issued for  consulting  and advisory  services
performed on behalf of the Company  valued at $35,000.  For such  offering,  the
Company relied upon the 506 Exemption.

Discussion and Analysis

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


                                       9
<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 GF as a wholly-owned subsidiary, its purpose changed to GF's initial
purpose of citrus exportation.

The Company was still in the  development  stage  until  December  1999 when the
Agreement  took place between GF and the Company and is still emerging from that
stage.  For the three (3) months ended December 31, 2002, the Company  generated
no  revenues.  Due  to the  Company's  limited  operating  history  and  limited
resources,  among other factors, there can be no assurance that profitability or
significant revenues on a quarterly or annual basis will occur in the future.

Since  contracting  with its first two (2)  distributors  and upon being granted
permits to ship citrus directly to mainland China, the Company has significantly
paired down operations in an effort to cut expenses.  It has laid off all of its
employees  including  virtually all of its upper level management due to lack of
working capital. Its ability to continue as a going concern is questionable.

Results of Operations -For the Three and Nine Months Ended December 31, 2002 and
December 31, 2001

Financial Condition, Capital Resources and Liquidity

For the quarter ended December 31, 2002 and 2001, the Company recorded  revenues
of $0 and $109,658,  respectively.  For the nine months ended  December 31, 2002
and 2001, the Company recorded revenues of $0 and $132,921, respectively.

Although the Company originally  intended to be the first to market high quality
100%  pure  orange  juice  from  concentrate  to China and  management  received
overwhelmingly  positive  response to its  business  plan,  the Company has been
unable to successfully enter this potentially lucrative market. As a result, the
Company did not have any revenues  for the nine months  ended  December 31, 2002
and expects this trend to continue for the  foreseeable  future if management is
unable to secure additional funding.

For the  quarter  ended  December  31,  2002 and 2001,  the  Company  had salary
expenses of $0 and $47,635. The reason for the decrease is a major scale back in
operations.  For the nine months ended  December 31, 2002 and 2001,  the Company
had salary expenses of $0 and $186,005, respectively.

For the  quarter  ended  December  31, 2002 and 2001,  the Company had  selling,
general and  administrative  expenses of $4,712 and $41,378,  respectively.  The
reason for the sharp  decrease in spending is a major scale back in  operations.
For the nine months ended  December 31, 2002 and 2001,  the Company had selling,
general and administrative expenses of $15,682 and $209,485, respectively.


                                       10
<PAGE>


For the quarter ended December 31, 2002 and 2001, the Company paid  professional
fees in the amount of $23,535  and  $13,484,  respectively.  For the nine months
ended December 31, 2002 and 2001, the Company paid  professional fees of $67,317
and $59,325, respectively.

These  professional fees are directly  attributable to legal and accounting fees
paid to keep the Company current in its reports with the Securities and Exchange
Commission.

For the quarter ended  December 31, 2002 and 2001,  the Company paid  consulting
fees  of $0 and  $49,000,  respectively.  This  decrease  was due  primarily  to
decreased  participation  in trade shows. For the nine months ended December 31,
2002  and  2001,  the  Company  paid   consulting   fees  of  $0  and  $203,595,
respectively.

For the  quarter  ended  December  31,  2002 and  2001,  the  Company  had total
operating  expenses of $28,247 and  $151,497,  respectively.  The reason for the
decrease was that the Company significantly scaled back its operations.  For the
nine months ended  December 31, 2002 and 2001,  the Company had total  operating
expenses of $82,999 and $658,410, respectively.

In September 2002,  Graceland Fruit, Inc. sued GlobeFruits,  Inc., the Company's
wholly  owned  subsidiary  and  obtained  a  final  judgment  in the  amount  of
$20,284.01, which judgment accrues interest at a rate of nine percent per annum.

The  Company's  liabilities  continued  to  increase  during the  quarter  ended
December 31, 2002 as a direct  result of the Company  being unable to break into
the Asian frozen drink  market,  as  discussed in Results of  Operations.  While
management has reduced the Company's  expenses to what it feels is a sustainable
level until the Company begins to sell its product,  there is no indication that
this trend will reverse  itself and management may be forced to search for other
areas in which to reduce expenses or seek other methods of raising capital.

Net Losses

For the quarter  ended  December 31, 2002 and 2001,  the Company  reported a net
loss from operations of $65,646 and  $188,984,respectively.  For the nine months
ended  December  31,  2002 and  2001,  the  Company  reported  a net  loss  from
operations of $194,223 and $835,937, respectively.

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

Employees

At December 31, 2002, the Company employed one (1) person,  Joseph Rizzuti,  who
acts as the Company's sole officer and director.


                                       11
<PAGE>


Research and Development Plans

None.

Forward-Looking Statements

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

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

Item 3. Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10-QSB,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

(i) this  Quarterly  Report on Form 10-QSB  contains  any untrue  statement of a
material fact or omits to state a material fact necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading  with respect to the period covered by this Quarterly  Report on Form
10-QSB, and

(ii) the financial statements,  and other financial information included in this
Quarterly  Report on Form 10-QSB,  fairly  present in all material  respects the
financial condition,  results of operations and cash flows of the Company as of,
and for, the periods presented in this Quarterly Report on Form 10-QSB.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.


                                       12
<PAGE>


                                     PART II

Item 1. Legal Proceedings.

In September 2002,  Graceland Fruit, Inc. sued GlobeFruits,  Inc., the Company's
wholly  owned  subsidiary  and  obtained  a  final  judgment  in the  amount  of
$20,284.01, which judgment accrues interest at a rate of nine percent per annum.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults in Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted during the quarter ending December 31, 2002,  covered by
this report to a vote of the Company's shareholders, through the solicitation of
proxies or otherwise.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

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


<TABLE>
<CAPTION>
Exhibit No.             Description
--------------------------------------------------------------
<S>      <C>      <C>
3.(i).1  [1]      Articles of Incorporation of The Silk Road Renaissance Company filed July 5, 1994.

3.(i).2  [1]      Articles of Amendment to Articles of Incorporation changing the name to Gillette
                  Industries Group, Inc. filed December 5, 1994.

3.(i).3  [4]      Articles of Amendment to Articles of Incorporation changing the name to Lucid
                  Concepts, Inc. filed June 3, 1999.

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

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

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


                                       13
<PAGE>


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

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.
</TABLE>


                                       14
<PAGE>


<TABLE>
<S>      <C>      <C>
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. Rizzuti and Antonio Doria dated June 29, 2001.

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

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

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

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


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

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

99.1     *        Sarbanes Oxley Certification by Chief Executive Officer and Chief Financial Officer.
</TABLE>


* Filed herewith

[1]  Previously  filed with the  Company's  Registration  Statement on Form 10SB
     filed August 24, 1999.
[2]  Previously  filed  with the  Company's  Current  Report  on Form 8-K  filed
     January 12, 2000.


                                       15
<PAGE>


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

(b) A report on Form 8-K was  filed on  January  12,  2000  reporting  the Share
Exchange  conducted  between the Company and  Clements  Citrus Sales of Florida,
Inc. on December 31, 1999. An amended  report on Form 8-KA was filed on February
28, 2000 which  included the required  financial  statements of Clements  Citrus
Sales of Florida,  Inc.  Another  report on Form 8-K was filed on April 18, 2000
changing the  Company's  fiscal year to March 31. A report on Form 8-K was filed
on  December  26,  2000  disclosing  a  change  in the  Registrant's  Certifying
Accountant.  An amended Form 8-K was filed on February 15, 2001,  which  amended
the report  previously  filed December 26, 2000, to include certain  information
requested by the  Commission.  A report on Form 8-K was filed on August 13, 2002
disclosing a change in the Registrant's  Certifying  Accountant.  An amended 8-K
was filed on September  18, 2002,  which  report  amended the report  previously
filed August 13, 2002.



                                   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 April 28, 2003       By: /s/ Joseph Rizzuti
                            ----------------------------------------
                            Joseph Rizzuti, sole officer and director



                                       16
<PAGE>

                                 CERTIFICATIONS

I, Joseph Rizzuti, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of  Clements  Golden
Phoenix Enterprises, Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d-14) for the registrant and have:

A) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

B) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "evaluation date"); and

C) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
evaluation date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

A) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

B) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: April 28, 2003


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


                                       17