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: December 31, 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 December 31, 2000,  there were 28,512,096  shares of voting stock
of the registrant issued and outstanding.




<PAGE>



Part I - FINANCIAL INFORMATION

Item 1.           FINANCIAL STATEMENTS


                             CLEMENTS GOLDEN PHOENIX

                        ENTERPRISES, INC. AND SUBSIDIARY


                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2000



<PAGE>


C O N T E N T S
                                                                            Page
--------------------------------------------------------------------------------

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheets                                                      F-1

         Statements of Operations                                            F-2

         Statements of Deficiency in Assets                                  F-3

         Statements of Cash Flows                                            F-4

         Notes to Condensed Consolidated Financial Statements                F-5



<PAGE>


<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND MARCH 31, 2000

                                                                                   (Unaudited)
ASSETS                                                                          December 31, 2000  March 31, 2000
------------------------------------------------------------------------------- ------------------ ---------------
<S>                                                                             <C>                <C>

CURRENT ASSETS
     Cash and cash equivalents                                                  $       9,492      $     240,451
     Accounts receivable                                                               27,994                  -
     Loan receivable - stockholder                                                     93,622             66,735
     Interest receivable - stockholder loan                                            14,911              9,868
     Retainer - consulting                                                                  -            103,000
     Inventory                                                                         26,436             27,753
------------------------------------------------------------------------------- ------------------ ---------------
         Total current assets                                                         172,455            447,807

PROPERTY AND EQUIPMENT, NET                                                            97,486             65,010

OTHER ASSETS                                                                            9,659             28,739
------------------------------------------------------------------------------- ------------------ ---------------

         TOTAL ASSETS                                                           $     279,600      $     541,556
------------------------------------------------------------------------------- ------------------ ---------------

LIABILITIES AND DEFICIENCY IN ASSETS
------------------------------------------------------------------------------- ------------------ ---------------

CURRENT LIABILITIES
     Accounts payable - trade                                                   $     192,045      $     129,086
     Accounts payable - related party                                                  40,000                  -
     Accrued expenses                                                                  38,562             22,009
     Accrued interest payable                                                         222,187            103,779
     Convertible notes, net of discount                                               442,812            125,000
     Subscription deposit                                                             200,000              3,100
     Loans payable-shareholders                                                     1,266,041          1,294,273
     Current portion of long-term debt                                                 24,983             11,766
------------------------------------------------------------------------------- ------------------ ---------------
         Total current liabilities                                                  2,426,630          1,689,013

LONG-TERM DEBT, net of current portion                                                 33,766             26,463
------------------------------------------------------------------------------- ------------------ ---------------

         TOTAL LIABILITIES                                                          2,460,396          1,715,476
------------------------------------------------------------------------------- ------------------ ---------------

DEFICIENCY IN ASSETS
     Common stock, $.001 par value; 50,000,000 shares authorized; 27,851,765
         and 21,640,000, respectively, shares issued and outstanding                   27,852             21,640
     Additional paid-in capital                                                     3,019,105          2,073,693
     Accumulated deficit                                                        (   5,227,753)     (   3,269,253)
------------------------------------------------------------------------------- ------------------ ---------------
         Total deficiency in assets                                             (   2,180,796)     (   1,173,920)
------------------------------------------------------------------------------- ------------------ ---------------

         TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                             $     279,600      $     541,556
------------------------------------------------------------------------------- ------------------ ---------------
</TABLE>


                             See accompanying notes.

                                       F-1


<PAGE>


<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2000
AND THREE MONTH PERIOD ENDED MARCH 31, 2000

                                                      (Unaudited)        (Unaudited)              Three Months
                                                     Three Months        Nine Months
                                                         Ended              Ended                 Ended
                                                   December 31, 2000  December 31, 2000      March 31, 2000
-------------------------------------------------- -----------------  ------------------  --------------------
<S>                                                <C>                <C>                 <C>

REVENUE                                            $          89,424  $          193,481  $                 -

COST OF GOODS SOLD                                            72,575             203,815               98,374
-------------------------------------------------- -----------------  ------------------  --------------------

GROSS PROFIT                                                  16,849  (           10,334) (            98,374)
-------------------------------------------------- -----------------  ------------------  ---------------------

OPERATING EXPENSES
     Consulting fees                                          91,664             515,890                    -
     Depreciation and amortization                             4,876              14,466                2,137
     Insurance                                                23,076              36,995                8,015
     Interest                                                 49,609             135,481               41,236
     Market research and development                         198,341             517,497              531,220
     Payroll and other taxes                                   3,050              17,273                8,643
     Professional fees                                        33,332              74,079               34,178
     Public relations                                         43,025              43,025                    -
     Salaries                                                 84,173             277,831               97,785
     General and administrative                              155,017             322,236               60,253
-------------------------------------------------- -----------------  ------------------  ---------------------
         Total operating expenses                            686,163           1,954,773              783,467
-------------------------------------------------- -----------------  ------------------  ---------------------

LOSS BEFORE OTHER INCOME                           (         669,314) (        1,965,107) (           881,841)

OTHER INCOME
     Interest income                                           2,041               6,607                1,756
-------------------------------------------------- -----------------  ------------------  ---------------------

NET LOSS                                           ($        667,273) ($       1,958,500) ($         880,085)
-------------------------------------------------- -----------------  ------------------  ---------------------

NET LOSS PER COMMON SHARE - BASIC AND DILUTED      ($           0.02) ($            0.08) ($            0.04)
-------------------------------------------------- -----------------  ------------------  ---------------------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING             27,794,115          25,082,204           20,820,000
-------------------------------------------------- -----------------  ------------------  ---------------------
</TABLE>


                             See accompanying notes.

                                       F-2


<PAGE>



<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF DEFICIENCY IN ASSETS
FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2000 (UNAUDITED)
AND THREE MONTH PERIOD ENDED MARCH 31, 2000

                                                                 Common Stock       Additional
                                                           -----------------------   Paid-In      Retained
                                                            Shares       Par Value    Capital      Earnings    Total
---------------------------------------------------------- ---------- ------------ ----------- ------------ -------------
<S>                                                        <C>        <C>          <C>         <C>          <C>
Balance December 31, 1999                                  20,000,000 $    20,000  $   841,629 ($ 2,389,167)($ 1,527,538)

Net loss                                                            -           -            - (    880,086)(    880,086)

Sale of common stock                                        1,640,000       1,640    1,232,064            -    1,233,704
---------------------------------------------------------- ---------- ------------ ----------- ------------ -------------

Balance March 31, 2000                                     21,640,000      21,640    2,073,693 (  3,269,253)(  1,173,920)

Net loss                                                            -           -            - (  1,958,500)(  1,958,500)

Sale of common stock and warrants                             621,096         622      794,653            -      795,275

Common stock issued in connection with December 31, 1999
     reverse merger                                         5,400,000       5,400  (     5,400)           -            -

Conversion of debt to common stock                            177,336         177      132,826            -      133,003

Common stock issued in exchange for services                   13,333          13       23,333            -       23,346
---------------------------------------------------------- ---------- ------------ ----------- ------------ -------------

Balance December 31, 2000                                  27,851,765 $    27,852  $ 3,049,105 ($ 5,227,753)($ 2,180,796)
---------------------------------------------------------- ---------- ------------ ----------- ------------ -------------
</TABLE>

All stock  information  has been  adjusted to give  effect to the 2-for-1  stock
splits in September and October 2000.


                             See accompanying notes.

                                       F-3


<PAGE>


<TABLE>
<CAPTION>
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIOD ENDED DECEMBER 31, 2000
AND THREE MONTH PERIOD ENDED MARCH 31, 2000


                                                                               (Unaudited)        Three Months
                                                                               Nine Months
                                                                                  Ended               Ended
                                                                            December 31, 2000    March 31, 2000
-------------------------------------------------------------------------  ------------------- ------------------
<S>                                                                        <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                               ( $  1,958,500)     ( $   880,085)
-------------------------------------------------------------------------  ------------------- ------------------
Adjustment to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                               14,466              2,137
       Bad debts                                                                   29,507                  -
       Common stock issued for services                                            23,346                  -
       Changes in operating assets and liabilities:
          Accounts receivable                                              (       57,501)                 -
          Interest receivable                                              (        5,043)     (       1,239)
          Retainer - consulting                                                   103,000      (     103,000)
          Inventory                                                                 1,317              2,965
          Accounts payable - trade                                                 62,959      (      45,374)
          Accounts payable - related party                                         40,000                  -
          Accrued expenses                                                         16,553             19,012
          Accrued interest payable                                                118,408      (      34,616)
-------------------------------------------------------------------------  ------------------- ------------------
              Total adjustments                                                   347,012      (     160,115)
-------------------------------------------------------------------------  ------------------- ------------------
                Net cash used in operating activities                      (    1,611,488)     (   1,040,200)
-------------------------------------------------------------------------  ------------------- ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                   (       46,942)     (      58,312)
    Other assets                                                                   19,080                  -
-------------------------------------------------------------------------  ------------------- ------------------
                Net cash provided by (used in) investing activities        (       27,862)     (      58,312)
-------------------------------------------------------------------------  ------------------- ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Loans to stockholders                                                  (       26,887)     (      14,440)
    Proceeds from convertible notes                                               442,812            125,000
    Proceeds from subscription deposit, net                                       196,900              3,100
    Proceeds from long-term borrowings                                             38,229             38,229
    Principal payments of long-term debt                                   (       17,709)                 -
    Principal payments of stockholder loan                                 (       28,232)     (      57,125)
    Proceeds from issuance of common stock                                        803,278          1,233,704
-------------------------------------------------------------------------  ------------------- ------------------
                Net cash provided by financing activities                       1,408,391          1,328,468
-------------------------------------------------------------------------  ------------------- ------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       (      230,959)           229,956

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                   240,451             10,495
-------------------------------------------------------------------------  ------------------- ------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                    $      9,492        $   240,451
-------------------------------------------------------------------------  ------------------- ------------------

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
-------------------------------------------------------------------------  ------------------- ------------------

Common stock issued in connection with conversion of debt and
       accrued interest                                                      $    133,003        $         -
-------------------------------------------------------------------------  ------------------- ------------------
</TABLE>


                             See accompanying notes.

                                       F-4


<PAGE>



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

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION


     Consolidation

     The condensed  consolidated  financial  statements  include the accounts of
     Clements Golden Phoenix Enterprises, Inc. and Subsidiary, (the Company) and
     Clements  Citrus Sales of Florida,  Inc., (the  Subsidiary),  the Company's
     wholly  owned  subsidiary.   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 generally accepted  accounting  principles
     for interim financial  information and with the instructions to Form 10-QSB
     for  quarterly  reports  under  section 13 or 15(d) of the  Securities  and
     Exchange  Act  of  1934.  Accordingly,  they  do  not  include  all  of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  three  and  nine  month  periods  ended  December  31,  2000  are  not
     necessarily  indicative  of the results  that may be expected  for the year
     ending  March 31, 2001.  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, 2000.

     The balance  sheet at March 31, 2000 has been  derived  from the  Company's
     audited balance sheet at that date.

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.

                                       F-5


<PAGE>



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     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.

     Reclassifications

     Certain  items in the three  month  period  ended  March 31, 2000 have been
     reclassified  to  conform  with the  three  and nine  month  periods  ended
     December 31, 2000 classifications.  Such reclassifications had no effect on
     reported net income.

NOTE 3. LOAN RECEIVABLE - STOCKHOLDER

     Loan receivable stockholder is comprised of funds disbursed to or on behalf
     of a  stockholder  for various  personal  expenditures.  In July 2000,  the
     Company  began  withholding  from the  stockholder's  wages to pay back the
     loan.  The loan bears  interest  at 8 1/2% per annum and is  expected to be
     repaid in the current operating cycle.

NOTE 4. CONVERTIBLE NOTES, NET OF DISCOUNT

     At December 31, 2000, convertible notes payable consisted of the following:

     o    $100,000 note to a stockholder dated August 14, 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 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,
          the unpaid principal and accrued interest shall be due on the maturity
          date.

     o    $150,000 note to the same stockholder dated October 19, 2000. The note
          contains the same  provisions  as the first note with the  stockholder
          and a maturity date of October 9, 2001.

     o    $200,000  note dated  December  11,  2000 to a  stockholder.  Interest
          accrues at a rate of 11% per annum on the unpaid principal balance and
          is due at maturity.  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. If not converted,
          the unpaid principal and accrued interest shall be due on the maturity
          date. In connection with this note, the Company issued the note holder
          5,000 shares of the Company's  restricted common stock and warrants to
          purchase 25,000 additional  shares of the Company's  restricted common
          stock.

                                       F-6


<PAGE>



NOTE 3. CONVERTIBLE NOTE, NET OF DISCOUNT (Continued)


     On October 17, 2000 two convertible  notes and the related accrued interest
     aggregating  approximately  $133,000 were  converted into 177,336 shares of
     the company's restricted common stock. As of February 16, 2001, the Company
     had not issued the stock  certificates in connection with the conversion of
     the notes.  However,  as the Company is obligated to issue the shares, they
     are deemed to be issued and outstanding for financial statement purposes.

NOTE 5. SUBSCRIPTION DEPOSIT

     In  December  2000,  the  Company  received  $200,000  pursuant  to a Stock
     Purchase  Agreement  to sell  200,000  shares of the  Company's  restricted
     common stock.  The agreement  was not executed  until  February 1, 2001. At
     December 31, 2000,  the funds advanced to the Company have been recorded as
     a subscription deposit.

NOTE 6. LOANS PAYABLE - SHAREHOLDERS

     Certain shareholders 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. LONG-TERM DEBT

     Long-term  debt at December  31, 2000  consisted  of two  promissory  notes
     totaling $58,749 collateralized by the Company's transportation  equipment.
     Interest  accrues  at a rate of 7.99%  per  annum on the  unpaid  principal
     balance and principal  and interest  payments of  approximately  $2,400 are
     payable monthly  through  February 28, 2003 and $1,200  thereafter  through
     April 5, 2003.  Principal payments on the notes payable will be $24,983 for
     2001, $27,054 for 2002, and $6,712 for 2003.

NOTE 8. COMMON STOCK

     Stock Issued in Reverse Merger

     In August 2000,  the Company issued an additional  1,350,000  shares to the
     original owners of the Company's wholly owned subsidiary in order to remedy
     an error in calculation  made at the time of the share  exchange  agreement
     consummated in December 1999.

     Stock Splits

     The  company  authorized  stock  splits  at a  ratio  of two  for  one  for
     shareholders of record on August 25, 2000 and September 29, 2000. All stock
     information has been adjusted to give effect to these stock splits.

                                       F-7


<PAGE>



NOTE 8. COMMON STOCK (Continued)


          Stock Not Issued

     As of February  16,  2001,  the Company had not issued  stock  certificates
     issuable  in  connection  with the  convertible  note  payable  executed on
     December 11, 2000 and a marketing and promotional  agreement dated December
     5, 2000. However, as the Company is obligated to issue the shares, they are
     deemed to be issued and outstanding for financial statement purposes.

NOTE 9. COMMITMENTS AND CONTINGENCIES

     Employment Agreement

     On August 1, 2000,  the Company  entered into an employment  agreement with
     Samuel P. Sirkis to become President of the Company. The agreement is for a
     period of two years at a salary of $75,000 per year. In connection with the
     agreement,  Mr. Sirkis  originally  received  800,000 shares  (adjusted for
     stock  splits) of the  Company's  restricted  common  stock.  Subsequent to
     December 31, 2000,  this  agreement  was amended to provide Mr. Sirkis with
     800,000  warrants to purchase  shares of the  Company's  restricted  common
     stock at $0.50 per share  instead of issuing Mr. Sirkis  800,000  shares as
     previously  reported in the prior period.  The shares  previously issued to
     Mr. Sirkis were voided effective December 31, 2000. Mr. Sirkis will receive
     benefits comparable with other key employees of the Company.

     Marketing and Promotion Agreement

     In November  2000,  the Company  entered into a marketing  and  promotional
     agreement with a public relations organization ("WSW") in order to increase
     the  public  awareness  of  the  Company's   expanding   overseas  business
     operations  and represent the Company at investor  seminars  throughout the
     U.S. In connection  with the agreement,  WSW received  13,333 shares of the
     Company's restricted common stock.

     Distribution Agreements

     In May 2000, the Company entered into an exclusive  distribution  agreement
     with a Chinese entity to distribute the Company's  fresh citrus products in
     Northern  China.  The agreement  has a one-year  term and includes  minimum
     purchase  requirements.  The  agreement  can be extended for an  additional
     three years subject to revised minimum  purchase  requirements.  During the
     extended period,  either party may terminate the contract by paying $50,000
     to the other party.

     In October  2000,  the Company  renewed its  distribution  contract  with a
     Chinese  Company to distribute  the  Company's  frozen  concentrated  fruit
     juices in Northern China with exclusive  rights in certain  provinces.  The
     agreement contains minimum purchase  requirements and has been extended for
     a one-year term.


                                       F-8


<PAGE>



NOTE 9. COMMITMENTS AND CONTINGENCIES (Continued)


     Consulting Agreement

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

     Sales and Marketing Agreement

     During  October  2000,  the  Company  entered  into a sales  and  marketing
     agreement with a Chinese  distributor  that provides for the distributor to
     directly  purchase and market the Company's  products to retail outlets and
     end-users  in  China.  The  term of the  agreement  is for one  year and is
     renewable annually by mutual consent in writing.

NOTE 10. SUBSEQUENT EVENTS

     During February 2001, the Company  entered into an import  agreement with a
     Chinese  import  agent that allows the Company to sell via the import agent
     to various distributors in China. The term of the agreement is for one year
     and the import agent will receive 2% of the commercial invoice value of the
     Company's  product  purchased by  distributors  via the import  agent.  The
     Company  is  required  to execute  an  irrevocable  letter of credit in the
     amount of $30,000 on behalf of the import  agent to be available to pay any
     tariff costs relating to the Company's product.

NOTE 11. GOING CONCERN

     The Company has incurred  significant  operating  losses and negative  cash
     flow from inception.  The Company's  ability to continue as a going concern
     is dependent  upon achieving  profitable  operations and positive cash flow
     from  operations  or obtaining  debt or equity  financing.  Management  has
     secured a private placement of its stock and plans for a follow-up offering
     in the near term.  In the event such efforts are  unsuccessful,  management
     believes  additional funding will be provided by the existing  stockholders
     of the Company.



                                      F-9



<PAGE>



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

General

         In September  2000,  the Board of Directors of Clements  Golden Phoenix
Enterprises,  Inc.,  a Florida  corporation  of which  Clements  Citrus Sales of
Florida,  Inc.,  a Florida  corporation  ("CCSF") is a wholly  owned  subsidiary
(collectively  the "Company")  approved a forward split of the Company's  Common
Stock at a ratio of two (2) shares for each one (1) share of Common Stock issued
and outstanding. The forward split took effect on October 6, 2000 for holders of
record on  September  29, 2000,  with  distribution  effective  October 6, 2000.
Additional  share  certificates  were issued by the Company's  transfer agent to
effect the split.

         In October 2000,  Ranger Cranberry  Company sent a notice of conversion
pursuant to a convertible note dated January 13, 2000 in the principal amount of
$93,750. Interest in the amount of $5,763.70 was also converted to shares of the
Company's  restricted Common Stock. The conversion price,  which was adjusted to
account for the two (2) splits of the  Company's  Common Stock,  was $0.75.  The
total number of shares  issued was therefore  132,684.  For such  offering,  the
Company  relied upon Section 4(2) of the Securities Act of 1933, as amended (the
"Act"), Rule 506 of Regulation D promulgated thereunder ("Rule 506") and Section
551.29(2) of the Wisconsin Code.

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

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

         In October 2000,  the Company  executed a convertible  note in favor of
Philip Taurisano in the principal amount of $150,000. The note is convertible at
the option of the holder to shares of the Company's restricted Common Stock at a
conversion price of $1.00 per share. The note bears interest at a rate of twelve
percent (12%) per annum and matures one (1) year from its date of issuance.  For
such  offering,  the Company  relied upon Section 4(2) of the Act,  Rule 506 and
Section 359(f)(2)(d) of the New York Code.

         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.



                                       12

<PAGE>



         In November  2000,  Bassuener  Cranberry  Corporation  sent a notice of
conversion  pursuant  to a  convertible  note  dated  January  13,  2000  in the
principal  amount of  $31,250.  Interest  in the  amount of  $2,239.72  was also
converted to shares of the Company's  restricted  Common Stock.  The  conversion
price,  which was  adjusted to account  for the two (2) splits of the  Company's
Common Stock, was $0.75. The total number of shares issued was therefore 44,652.
For such offering, the Company relied upon Section 4(2) of the Act, Rule 506 and
Section 551.29(2) of the Wisconsin Code.

         The facts relied upon to make the Wisconsin Exemption available 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 December 2000, the Company  retained the firm of Complete  Financial
and   Operations  LLC  d/b/a   WallStreetWest.com,   LLC  ("WSW")  to  aid  with
public/investor  relations.  A third party shareholder paid WSW 13,333 shares of
the Common  Stock of the  Company and the Company  issued an  additional  13,333
shares of its stock to Complete  Financial and  Operations LLC in February 2001.
For such  offering,  the Company relied on Section 4(2) of the Act, Rule 506 and
Section 11-51-308(1)(p) of the Colorado Code.

         The  facts  relied  upon to make the  Colorado  Exemption  include  the
following:  (i) 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.

         In December 2000, the Company  executed a convertible  note in favor of
James E. Groat in the principal amount of $200,000. The note bears interest at a
rate of eleven  percent  (11%) per  annum and has a term of one  hundred  twenty
(120) days. It is convertible to shares of the Company's restricted Common Stock
at a price of $0.75 per share.  Warrants to purchase an additional 25,000 shares
were issued to Mr. Groat with an exercise  price of $2.00 per share for a period
of two (2)  years.  The  Company  also  issued  Mr.  Groat  5,000  shares of its
restricted 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

                                       13

<PAGE>



question the executive officers of the Company.  Pursuant to Rule 3E-500.005, in
offerings made under Section  517.061(11) of the Florida  Statutes,  an offering
memorandum is not required;  however each purchaser (or his representative) must
be  provided  with or given  reasonable  access to full and fair  disclosure  of
material  information.  An issuer is deemed to be satisfied if such purchaser or
his  representative  has been given access to all material  books and records of
the issuer;  all  material  contracts  and  documents  relating to the  proposed
transaction;  and an opportunity to question the appropriate  executive officer.
In that regard, the Company supplied such information and was available for such
questioning.

         In January  2001,  the Company  entered  into a letter  agreement  with
Fechtor, Detwiler & Co., Inc. ("Fechtor") to raise up to fifteen million dollars
($15,000,000)  in a best efforts  private  placement.  In  connection  with such
services, the Company agreed to pay Fechtor a commission of five percent (5%) of
the gross  proceeds of the private  placement  financing,  to issue  warrants to
acquire the  Company's  Common  Stock equal to seven  percent  (7%) of the gross
proceeds of the  financing  exercisable  at the price of the  underlying  Common
Stock of the financing for a five (5) year period,  to conduct a one for four (1
for 4) reverse  stock split on or before  February  15, 2001 and to appoint Mike
Reardon to the  Company's  Board of  Directors.  The agreement has a term of one
hundred twenty (120) days. The financing shall offer units consisting of one (1)
share of Series A  Convertible  Preferred  Stock and one-half  (1/2)  warrant to
purchase  one (1) share of Common  Stock of the Company at an exercise  price of
$2.25  for a period  of five (5) years and are  callable  by the  Company  under
certain conditions. The price per unit shall be $1.50. The Company has agreed to
file a  Registration  Statement  on Form S-3 on or before June 30, 2001 or sixty
(60) days subsequent to the termination of the financing.

         As reported in the last  quarterly  filing  with the  Commission,  John
Samartine,  a current Director of the Company,  had previously invested $70,000.
Although  both the Company and Mr.  Samartine  meant for the money to be a short
term no interest loan, Mr. Samartine was mistakenly  issued 14,000 shares of the
Company's  restricted  Common Stock,  which became  56,000 shares  following the
Company's two (2) recent reverse splits. In February 2001, the Company cancelled
the 56,000  shares and returned them to the  Company's  authorized  but unissued
Common Stock. The loan has been repaid in full.

         In February  2001,  the Company sold 200,000 shares of its Common Stock
to  Capital  Consultants,   Inc.  for  $200,000.  The  shares  carry  piggy-back
registration  rights.  For such offering,  the Company relied on Section 4(2) of
the Act, Rule 506 and Section Sec. 292.410(1)(i) of the Kentucky Code.

         The  facts  relied  upon to make the  Kentucky  Exemption  include  the
following:  (1) each  purchaser had access to all material  facts  regarding the
securities  by being  involved in managing the  issuer's  business or being in a
family  relationship  with the person who actively manages the issuer's business
(insiders),  (2) there were no more than fifteen (15) purchasers in Kentucky who
were each  "accredited  investors"  as  defined  under SEC Rule 501;  or (3) the
aggregate  offering price of the securities  (including  securities sold outside
Kentucky) did not exceed  $500,000,  and the total number of purchasers  did not
exceed thirty-five (35) and each purchaser either received the material facts

                                       14

<PAGE>



necessary to make an investment  decision or was an accredited investor or was a
purchaser described in (1) above.

         In  February  2001,  the Company and Samuel P.  Sirkis,  the  Company's
current President and Director, agreed to amend Mr. Sirkis' employment agreement
dated August 1, 2000. In connection  with such  amendment,  Mr. Sirkis  tendered
800,000  shares of the  Company's  Restricted  Common  Stock to the  Company for
cancellation  and return to the Company's  authorized but unissued  shares.  Mr.
Sirkis was issued a warrant dated February 1, 2001 to purchase 800,000 shares of
the Company's  Common Stock at an exercise price of $0.50 per share for a period
of two (2) years. 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 that regard, the Company supplied such information and was available for such
questioning.

         In February  2001, the Company  executed a promissory  note in favor of
Donald H. Sturm in the principal amount of $100,000,  payable  thirty-three (33)
days from its date of  issuance.  The note  bears  interest  at a rate of eleven
percent (11%) per annum.  The unpaid principal may be converted at the option of
the holder  into  share of the same or a similar  class of stock and at the same
price as those  offered and sold to Fechtor  and/or its investors as part of the
Fechtor  financing.  Additionally,  the  Company  issued  5,000  shares  of  its
restricted Common Stock to Donald H. Sturm in connection with the note. For such
offering,  the Company relied upon Section 4(2) of the Act, Rule 506 and Section
517.065(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

                                       15

<PAGE>



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

         In February 2001,  the Company  issued an additional  800,000 shares to
Henry T. Clements, the Company's current Chief Executive Officer and a Director.
The issuance was to remedy an error in calculation made at the time of the share
exchange  agreement  conducted in December 1999. 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 that regard, the Company supplied such information and was available for such
questioning.

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

                                       16

<PAGE>



connection  with a share  exchange  between the Company and CCSF on December 31,
1999 (the  "Agreement").  The Company's  Common Stock is currently quoted on the
Over the Counter Bulletin Board under the symbol "CPHX".  Its executive  offices
are presently located at 3135 S.W. Mapp Road, P.O. Box 268, Palm City, FL 34991.
Its  telephone  number  is (561)  287-5958  and its  facsimile  number  is (561)
287-9776.

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

         The Company was still in the development stage until December 1999 when
the Share Exchange took place between CCSF and the Company and is still emerging
from that  stage.  The  Company  has only  recently  begun  shipping  its citrus
products to China.  For the nine (9) months ended December 31, 2000, the Company
generated  revenues in the amount of $193,481  from the sale of fruit and juice.
Due to the Company's  limited  operating  history and limited  resources,  among
other  factors,  there can be no assurance  that  profitability  or  significant
revenues on a quarterly or annual basis will occur in the future.

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



                                       17

<PAGE>



Results of  Operations  -For the Nine Months  Ending  December  31, 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 nine (9) months  ended
December 31, 2000,  the Company  recorded no revenues and revenues in the amount
of $193,481  respectively.  For the short year ended March 31, 2000 and the nine
(9) months ended December 31, 2000,  the Company had salary  expenses of $97,785
and $277,831.  This comparative increase was due to an increase in the number of
personnel  employed by the Company,  specifically,  the hiring of Mr.  Samuel P.
Sirkis as the Company's President.

         For the short year ended March 31,  2000 and the nine (9) months  ended
December 31, 2000, the Company had market research and  development  expenses of
$531,220 and $517,497 respectively.

         For the short year ended March 31,  2000 and the nine (9) months  ended
December 31,  2000,  the Company  paid  consulting  fees in the amount of $0 and
$515,890  respectively.  This increase was due primarily to the consulting  fees
paid to Condor, the Company's liaison with Mainland China.

         For the short year ended March 31,  2000 and the nine (9) months  ended
December  31,  2000,  the Company had total  operating  expenses of $783,467 and
$1,954,773.

Net Losses

         For the short year ended March 31,  2000 and the nine (9) months  ended
December 31, 2000, the Company  reported a net loss from  operations of $880,085
and $1,958,500 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 December 31, 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

                                       18

<PAGE>



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.

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.



                                       19

<PAGE>



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  December 31, 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.

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.
</TABLE>

                                       20

<PAGE>

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

4.2       [4]       Convertible Note between the Company and Ranger Cranberry Company, LLC dated
                    January 13, 2000.

4.3       [4]       Convertible Note between the Company and Philip Taurisano dated March 1, 2000.

4.4       [6]       Promissory Note by the Company in favor of Bonnie K. Ludlum dated September
                    28, 2000.

4.5       *         Convertible Note by the Company in favor of Philip Taurisano dated October 19,
                    2000.

4.6       *         Convertible Note by the Company in favor of James E. Groat dated December 11,
                    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      [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      *         Warrant to purchase 25,000 shares of the Company's Common Stock in favor of
                    James E. Groat dated December 11, 2000.

10.9      *         Common Stock Purchase Agreement between the Company and Capital Consultants,
                    Inc. dated February 1, 2001.
</TABLE>


                                       21

<PAGE>



<TABLE>
<S>       <C>       <C>
10.10     *         Registration Rights Agreement between the Company and Capital Consultants, Inc.
                    dated February 1, 2001.

10.11     *         Amendment to Employment Agreement between the Company and Samuel P. Sirkis.

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

10.13     *         Warrant to purchase  100,000 shares of the Company's  Common
                    Stock in favor of Condor  Consulting,  LLC dated September 15,
                    2000.

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

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

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

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

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

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

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

(*  Filed herewith)

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

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

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

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

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

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

                                       22

<PAGE>



[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.

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

















                                       23

<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                           CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
                                       (Registrant)


Date February 20, 2001     BY: /s/ Joseph R.  Rizzuti
                           --------------------------------
                           Joseph R. Rizzuti, Chairman
                           and Chief Operating Officer

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

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

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

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

                                       24