EXHIBIT 99.1

                     RESOLUTION OF THE BOARD OF DIRECTORS OF
                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
                              a Florida Corporation

DATE:       April 18, 2000

MANNER:     TELEPHONE

REASON:     To approve and ratify a new fiscal year end of March 31, effective
            immediately.

ACTION:     Motion by Joseph Rizzuti, CFO and a Director of the Company and
            seconded by Henry T. Clements, the President of the Company to
            approve and ratify a new fiscal year end of March 31, effective
            immediately.

         That the Company will take all steps  necessary in  furtherance  of the
enactment of the preceding provisions.

         This  is  to  certify  that  the   undersigned   are  duly   authorized
representatives   of  the  Board  of  Directors  of  Clements   Golden   Phoenix
Enterprises,  Inc., a Florida corporation and that the foregoing  Resolution was
duly adopted on this 18th day of April, 2000.



/s/ Joseph Rizzuti
- ---------------------------------
Joseph Rizzuti, CFO and Director