U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarter ended: June 30, 2000
Commission file no. 0-27137
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Florida 65-0509296
- ------------------------------------ --------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
3135 S.W. Mapp Road
P.O. Box 268, Palm City, FL 34991
- --------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 287-5958
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
- ----------------------------------- -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(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
Indicate by Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
--- ---
As of June 30, 2000, there are 5,462,858 shares of voting stock of the
registrant issued and outstanding.
Part I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Balance Sheets............................................................F-2
Statements of Operations..................................................F-4
Statements of Stockholders' Equity........................................F-5
Statements of Cash Flows..................................................F-6
Notes to Financial Statements.............................................F-7
Clements Golden Phoenix Enterprises, Inc.
BALANCE SHEET-CONSOLIDATED
June 30, 2000 and March 31, 2000
ASSETS
June 30, 2000 March 30, 2000
Current Assets
Cash and Equivalents $ 39,897 $ 240,451
Account Receivable 74,867 -0-
Loan Receivable-Shareholder 80,421 66,735
Interest Receivable-Shareholder 11,557 9,868
Retainers - Consulting & Marketing 112,445 103,000
Inventory Frozen Concentrate 27,753 27,753
Display Items 8,899 8,899
----------- ----------
Total Current Assets 355,839 456,706
Fixed Assets
Vehicle 88,827 45,353
Equipment 27,491 25,616
Less accumulated depreciation ( 10,755) ( 5,959)
----------- ----------
Total Fixed Assets 105,563 65,010
Other Assets
Other assets 20,027 19,840
----------- ----------
Total Other Assets 20,027 19,840
----------- ----------
TOTAL ASSETS $ 481,429 $541,556
=========== ==========
See accompanying notes and accountants' report.
F-2
Clements Golden Phoenix Enterprises, Inc.
BALANCE SHEET-CONSOLIDATED
June 30, 2000 and March 31, 2000
LIABILITIES AND STOCKHOLDER'S EQUITY
June 30, 2000 March 30, 2000
Current Liabilities
Account Payable $ 144,836 $ 129,086
Payroll Taxes Payable --0-- 20,772
Health Insurance Payable --0-- 1,237
Accrued Interest Payable 140,279 103,779
Convertible Note Ranger-Bassuener 125,000 125,000
Subscription Payable --0-- 3,100
Loan Payable-Shareholders 1,169,537 1,294,273
Current Portion Long Term Debt 23,534 11,766
----------- ------------
Total Current Liabilities 1,603,186 1,689,013
Long Term Liabilities
Note Payable Lincoln Navigator 47,944 26,463
Stockholders' Equity
Common Stock , $.001 par value,
50,000,000 shares authorized and
5,410,000 issued - March 31, 2000 5,463 5,410
5,462,858 issued - June 30, 2000
Paid in capital in excess of par value 2,608,970 2,089,923
Retained Earnings ( 3,784,134) ( 3,269,253)
----------- ----------
Total Stockholder's Equity ( 1,169,701) (1,173,920)
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 481,429 $ 541,556
============ ===========
See accompanying notes and accountants' report.
F-3
Clements Golden Phoenix Enterprises, Inc.
STATEMENT OF OPERATIONS-CONSOLIDATED
FOR THE THREE MONTHS ENDED JUNE 30, 2000
AND FOR SHORT YEAR ENDED MARCH 31, 2000
June 30, 2000 March 30, 2000
Sale Fruit & Juice $ 104,057 $ -- 0 --
----------- ------------
Total Revenue 104,057 -- 0 --
PURCHASES
Purchases Fruit 55,702 172
Shipping, Packaging, Storag 28,528 97,702
Contract Labor 1,000 500
----------- ------------
Total Purchases 85,230 98,374
----------- ------------
Gross Profit Margin 18,827 (98,374)
GENERAL AND ADMINISTRATIVE EXPENSES
General and Administrative 59,259 60,253
Consulting Fees 83,009 -- 0 --
Depreciation 4,795 2,137
Interest Expense 42,203 41,236
Insurance 7,380 8,015
Legal & Accounting Fees 21,166 34,178
Market Research & Development 211,008 531,220
Salaries 98,030 97,785
Tax-Payroll 7,695 8,570
Tax-Other 2,027 73
----------- ------------
Total Administrative Expenses 536,572 783,467
------------ -----------
Net Loss Before Other Income (517,745) (881,841)
----------- ------------
OTHER INCOME
Interest Income 2,864 1,756
----------- ------------
Net Loss $ (514,881) $ ( 880,085)
============ =============
See accompanying notes and accountants' report.
F-4
Clements Golden Phoenix Enterprises, Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY-CONSOLIDATED
JUNE 30, 2000 and MARCH 31, 2000
COMMON ADDITIONAL RETAINED
STOCK PAID IN CAPITAL EARNINGS TOTAL
Balance December 31, 1999 $ 5,000 $ 856,629 $ (2,389,167) $ (1,527,538)
Net Loss ( 880,086) ( 880,086)
Sale of Stock 410 410
Additional Paid in Capital 1,233,294 1,233,294
-------- ----------- ------------- -------------
Balance March 31, 2000 5,410 2,089,923 (3,269,253) (1,173,920)
Net Loss ( 514,881) (514,881)
Sale of Stock 53 519,047 0 519,100
Balance June 30, 2000 $ 5,463 $ 2,608,970 $ (3,784,134) $ (1,169,701)
========= ========== ============= =============
See accompanying notes and accountants' report.
F-5
Clements Golden Phoenix Enterprises, Inc.
STATEMENT OF CASH FLOWS-CONSOLIDATED
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND SHORT YEAR ENDED MARCH 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES June 30, 2000 March 31, 2000
Net Loss $ (514,881) $ (880,085)
Adjustments to reconcile net income to net
Cash provided by operating activities
(Increase) decrease in:
Depreciation 4,795 2,137
Account Receivable (74,867) --0--
Due from Golden Phoenix --0-- 36
Inventory-Frozen Concentrate --0-- 2,965
Note Receivable (13,686) (14,440)
Interest Receivable (1,689) (1,239)
Marketing Materials (187) --0--
Retainers Consulting - Marketing (9,445) (103,000)
Increase (Decrease ) in:
Account Payable 15,750 (45,410)
Payroll Taxes Payable (20,772) 17,775
Health Insurance Payable (1,237) 1,237
Accrued Interest payable 36,500 (34,616)
------ -------
NET CASH USED BY OPERATING ACTIVITIES (579,719) (1,054,640)
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment (45,349) (58,312)
-------- ---------
NET CASH USED BY INVESTING ACTIVITIES (45,349) (58,312)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible Note -0- 125,000
Subscription Payable -0- 3,100
Loan Payable Navigator 33,249 38,229
Loan Payable-Shareholders (124,735) (57,125)
Common Stock -0- 410
Additional Paid in Capital 516,000 1,233,294
--------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 424,514 1,342,908
---------- ----------
NET INCREASE ( DECREASE )
IN CASH (200,554) 229,956
CASH AT BEGINNING OF YEAR 240,451 10,495
----------- ----------
CASH AT END OF YEAR $ 39,897 $ 240,451
=========== ===========
Supplemental information
Interest expense March, 2000 $ 41,236
Interest expense June, 2000 $ 42,203
See accompanying notes and accountants' report.
F-6
Clements Golden Phoenix Enterprises, Inc.
June 30, 2000
NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary Of Significant Accounting Policies:
Nature of Operations
The company operates as a Florida corporation with a goal to
developing the China market which has just been open to the United
States citrus industry. It has been working toward this end by
committing to pursue the proven protocols of Chinese relations and
negotiating successfully to send Florida citrus into China. The
company is pursuing these goals by acquiring the help of leading
consultants in this field. The company is following the consultants
lead in this endeavor.
The company has shipped fresh citrus from the current citrus season
and in the next citrus season will continue to ship fresh fruit. In
addition, the company will continue to develop there Brand name of
citrus concentrate juice to China and Southeast Asia. The market has
the potential to be one of the largest in the world.
Clements Golden Phoenix Enterprises, Inc. acquired Clements Citrus
Sales of Florida, Inc. on December 31, 1999. The company became a
wholly owned subsidiary of Clements Golden Phoenix Enterprises, Inc.
Clements Citrus Sales of Florida, Inc. was incorporated in the State
of Florida on August 5, 1997.
Fixed Assets
Fixed assets are carried at cost. Depreciation of equipment is
provided using the straight-line method. The rate is based on a useful
life ranging from 3 to 10 years. Depreciation taken for the three
months ended June 30, 2000, is $4,795 and for the short year ended
March 31, 2000, is $ 2,137.
Income Taxes
Clements Golden Phoenix Enterprises, Inc., is a C corporation and
Clements Citrus Sales of Florida, Inc. has applied to the Internal
Revenue Service to rescind the S election, Clements Citrus Sales of
Florida, Inc., had made a previous election to be an S corporation. No
provision for taxes have been made in these financial statements due
to the losses incurred in opening China markets.
F-7
Clements Golden Phoenix Enterprises, Inc.
June 30, 2000
NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies (continued)
Going Concern
The Company's financial statements are prepared using generally
accepted accounting principles applied to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has incurred losses for
the three months ended June 30, 2000 and the short year ended March
31, 2000. It has not established revenues sufficient to cover
operating costs and to allow it to continue as a going concern.
Management has secured a private placement of its stock so that it
will be able to continue as a going concern. Management also plans for
a follow-up offering in a secondary market in the near term. In the
event such efforts are unsuccessful, contingent plans have been
arranged to provide that the current shareholders of the Company have
expressed an interest in additional funding if necessary to continue
the Company as a going concern.
Cash
Cash is being held in a checking and savings account, except for a
petty cash fund. The bank savings account pays interest at
approximately 2.5 % per annum.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Basis of Consolidation
The consolidated financial statements include the accounts of Clements
Citrus Sales of Florida, Inc. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Inventory-Frozen Concentrate
The inventory consist of frozen orange juice concentrate that can be
shipped to China in refrigerated containers.
Note 2 - Loan Receivable Shareholder
Loan receivable shareholder is made up of funds disbursed to Harry T.
Clements for various personal expenditures. The corporation is to be
reimbursed for this expenditure. The corporation beginning in July has
started to withhold from Mr. Clements wages to pay back the loan.
Note 3 - Marketing Material
Marketing Materials is made up of items and designs that will be used
in marketing the citrus in China.
F-8
Clements Golden Phoenix Enterprises, Inc.
June 30, 2000
NOTES TO FINANCIAL STATEMENTS
Note 4 - Accrued Interest Payable
Interest was accrued on the Loans Payable - Rizzuti, Loeffelbein,
Sellian, Samartine, and Ludlum for the three months June 30, 2000, and
the short year ended March 31, 2000. The interest was calculated at 12%
percent per annum and is payable on a semi-annual basis. Payment of
interest is to be made when funds are available. The interest may be
paid from stock subscription funds.
Note 5 - Loan Payable Navigators
The company purchased a 2000 Lincoln Navigator with a note for $38,229,
payable in installment payments of $1,200 per month. The loan is for
three years with an interest rate of 7.99% per annum the payments will
be $ 11,996 for 2000, $14,395 for 2001, $14,395 for 2002, and $2,325
for 2003. In April of 2000, a second Lincoln Navigator was purchased
with an installment loan of $ 43,111, payable in three years with an
interest rate of 7.99% per annum. The payments are $1,200 per month.
The payments due in 2000 are $ 9,599, 2001 payments are $14,398, 2002
are $14.398, and 2003 are $4,715.
Note 6 - Loan Payable-Rizzuti, Loeffelbein, Sellian, Samartine, Ludlum
The shareholders have loaned the company money for advancement of the
development of the Chinese citrus market. The promissory notes are with
a stated interest rate of 12% per annum. he principal are due and
payable on demand. The interest will be paid when the corporation has
income.
Note 7 - Convertible Note
Clements Golden Phoenix Enterprises, Inc., has entered into two
convertible notes, one for $31,250 with Bassuener Cranberry
Corporation, and one for $93,750 with Ranger Cranberry Company, LLC,
with a stated interest rate of 12% per annum. Interest is due quarterly
on the unpaid principal balance. The unpaid principal may be converted
into shares of the restricted common stock of the company at the option
of the payee on or before January 13, 2003. If not converted it shall
be due in the form of a " balloon payment" on the maturity date.
F-9
Clements Golden Phoenix Enterprises, Inc.
June 30, 2000
NOTES TO FINANCIAL STATEMENTS
Note 8 - Leasing Arrangements
The company leased 1,950 square feet of office space June 1, 1999, for
one year with a renewal for an additional term of two years. The
minimum annual rent is $22,800 plus sales tax. The company is
responsible for repair and upkeep of the office. The utilities are
additional cost. The company did not pay rent per the agreement for the
first months the office was open. Monthly rental from January 1, 2000,
to May 31, 2000, will be $2,200 per month plus sales tax. The renewal
in May was in like terms for an additional two years.
Note 9 - Subsequent Events
The corporation in July attended a trade show in China and received
commitments for the purchases of fruit from the 2000 growing season.
On August 1, 2000 the Comapny entered into an employment agreement
with Samuel P. Sirkis as President of Clements Golden Phoenix
Enterprises, Inc. The agreement is for two years. As per the agreement
Mr. Sirkis will receive 200,000 shares of the Company's restricted
stock as a signing bonus. The starting salary will be $75,000 per year
with the same benefits as other key employees.
F-10
Item 2. Management's Discussion and Analysis or Plan of Operation
General
Since January 2000, the Company has sold 718,124 shares of its Common
Stock to one hundred twenty-eight (128) investors. For such offering the Company
relied upon Section 4(2) of the Act, Rule 506, Section 11-51-308(1)(p) of the
Colorado Code, Section 517.061(11) of the Florida Code, Section 130.293 of the
Illinois Code, Section 402(b)(9) of the Massachusetts Code, Rule 803.7 and
Section 402(b)(21) of the Michigan Code, Section 359(f)(2)(d) of the New York
Code, Section 49:3-50(b)(9) of the New Jersey Code, Rule .1211. of the North
Carolina Code, Section 48-2-125 as interpreted by Rule 0780-4-2-.11 of the
Tennessee Code, Section 109.13 of the Texas Code, Rule 21 VAC 5-40-120 of the
Virginia Code and Section 551.29(2) of the Wisconsin Code.
The facts relied upon the by the Company to make the federal exemption
available include the following: (i) the aggregate offering price for the
offering of the shares of Common Stock did not exceed $5,000,000, less the
aggregate offering price for all securities sold within the twelve months before
the start of and during the offering of the shares in reliance on any exemption
under Section 3(b) of, or in violation of Section 5(a) of the Act; (ii) no
general solicitation or advertising was conducted by the Company in connection
with the offering of any of the shares; (iii) there were no more than 35
purchasers from the Issuer in the offering; (iv) the purchasers were all
accredited investors and the books and records of the Company were available and
reviewed by each investor; and, (v) the required number of manually executed
originals and true copies of Form D were duly and timely filed with the U.S.
Securities and Exchange Commission.
The facts relied upon to make the Colorado exemption available are: (1)
the sale was in compliance with an exemption from registration under section
4(2) of the Securities Act of 1933; and (ii) the Company filed with the State of
Colorado securities commissioner a notification of exemption, and paid an
exemption fee.
The facts relied upon to make the Florida exemption available include
the following: (i) sales of the shares of Common Stock were not made to more
than 35 persons; (ii) neither the offer nor the sale of any of the shares was
accomplished by the publication of any advertisement; (iii) all purchasers
either had a preexisting personal or business relationship with one (1) or more
of the executive officers of the Company or, by reason of their business or
financial experience, could be reasonably assumed to have the capacity to
protect their own interests in connection with the transaction; (iv) each
purchaser represented that he was purchasing for his own account and not with a
view to or for sale in connection with any distribution of the shares; and (v)
prior to sale, each purchaser had reasonable access to or was furnished all
material books and records of the Company, all material contracts and documents
relating to the proposed transaction, and had an opportunity to question the
executive officers of the Company. Pursuant to Rule 3E-500.005, in offerings
made under Section 517.061(11) of the Florida Statutes, an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or given reasonable access to full and fair disclosure of material
information. An issuer is deemed to be satisfied if such purchaser or his
representative has been given access to all material books and records of the
issuer; all material contracts and documents relating to the proposed
transaction; and an opportunity to question the appropriate executive officer.
In the regard, the Company supplied such information and was available for such
questioning.
The facts relied upon to make the Illinois Exemption include the
following: (i) the Company filed a completed SEC Form D with the Illinois
Securities Department of the Secretary of State; and (ii) the Company paid an
appropriate filing fee to the Illinois Securities Department.
13
The facts relied upon to make the Massachusetts Exemption available
include the following: (i) the Company did not offer to more than twenty-five
(25) persons in Massachusetts during any period of twelve (12) months; (ii) the
Company reasonably believed that all the buyers in Massachusetts were purchasing
for investment; and (iii) the offer did not involve the payment of any
commission or other remuneration for soliciting any buyer in Massachusetts,
therefore no notice to the secretary of state was required to be filed.
The facts relied upon to make the Michigan Exemption include the
following: (i) the Company filed a completed SEC Form D with the Michigan
Securities Division; (ii) the Company executed a Form U-2 consent to service of
process in the state of Michigan; (iii) the forms were filed not later than
fifteen (15) days after the first sale of the securities in Michigan; (iv) the
Company provided the Michigan State Securities Administrator a copy of the
information furnished by the Company to the offerees, which constitutes
disclosure adequate to satisfy the anti-fraud provisions of the act; and (v) the
Company paid an appropriate filing fee of $100.
For purposes of Section 359(f)(2)(d) of the New York Code, the facts
upon which the Company relied are: (i) (i) the securities were sold in a limited
offering to not more than forty (40) persons. The Company filed a Form M-11 in
New York.
The facts relied upon to make the New Jersey Exemption include the
following: (i) the sale was to not more than ten (10) persons during any period
of twelve (12) consecutive months; (ii) the Company reasonably believed that all
buyers purchased for investment; (iii) no commission or other remuneration was
paid for soliciting any prospective buyer; and (iv) the sale was not offered or
sold by general solicitation or any general advertisement.
The facts relied upon to make the North Carolina Exemption include the
following: (i) the Company filed a completed SEC Form D with the North Carolina
Department of the Secretary of State Securities Division; (ii) the Form was
filed not later than fifteen (15) days after the first sale; (iii) the Company
executed a Form U-2 consent to service of process; and (iv) the Company paid an
appropriate filing fee of $75.
The facts relied upon to make the Tennessee Exemption include the
following: (i) the Company filed a completed SEC Form D with the Tennessee
Division of Securities; (ii) the Form was filed not later than 15 days after the
first sale; (iii) the Company provided the Tennessee Division of Securities a
copy of the information furnished by the Company to the offerees, (iv) the
Company executed a Form U-2 consent to service of process; and (v) the Company
paid an appropriate filing fee.
The facts relied upon to make the Texas Exemption include the
following: (i) the Company filed a completed SEC Form D with the Texas State
Securities Board; (ii) the form was filed not later than fifteen (15) days after
the first sale; (iii) the Company provided the State Securities Board a copy of
the information furnished by the Company to the offerees, (iv) the Company
executed a Form U-2 consent to service of process; and (v) the Company paid an
appropriate filing fee.
The facts relied upon to make the Virginia Exemption include the
following: (i) the Company filed a completed SEC Form D with the Virginia State
of Corporation Commission; (ii) the form was filed not later than fifteen (15)
days after the first sale; (iii) the Company executed a Form U-2 consent to
service of process, appointing the Clerk of the State Corporation Commission as
its agent for service of process; and (iv) the Company paid an appropriate
filing fee of $250.
14
The facts relied upon to make the Wisconsin Exemption include the
following: The Company filed a notice consisting of a completed Form D as
prescribed by Rule 503 of Regulation D under the Securities Act of 1933. This
form was signed by the Company, was filed not later than fifteen (15) days after
the first sale, and was accompanied by an appropriate fee.
In July 2000, the number of directors of the Company was increased from
four (4) to (5) at a meeting of the Board of Directors. Subsequently, the
directors appointed Samuel P. Sirkis to fill the vacancy and to serve as a
Director until the next annual meeting of the shareholders. At the same meeting,
Henry T. Clements resigned as President and also as Chairman of the Board of
Directors, although he remained Chief Executive Officer and also a Director of
the Company. Joseph Rizzuti resigned as Vice-President and Treasurer of the
Company, but retained his position as Chief Operating Officer and was elected to
be Chairman of the Board of Directors. Samuel P. Sirkis was elected to be
President of the Company.
In August 2000, the Company entered into an employment agreement with
Samuel P. Sirkis to be President of the Company. The term of the agreement is
for a period of two (2) years. The Company agreed to pay a base salary of
$75,000 and a signing bonus of 200,000 shares of the Company's Common Stock. For
such offering the Company relied upon Section 4(2) of the Act, Rule 506 and
Section 517.061(11) of the Florida Code.
The facts relied upon to make the Florida exemption available include
the following: (i) sales of the shares of Common Stock were not made to more
than 35 persons; (ii) neither the offer nor the sale of any of the shares was
accomplished by the publication of any advertisement; (iii) all purchasers
either had a preexisting personal or business relationship with one (1) or more
of the executive officers of the Company or, by reason of their business or
financial experience, could be reasonably assumed to have the capacity to
protect their own interests in connection with the transaction; (iv) each
purchaser represented that he was purchasing for his own account and not with a
view to or for sale in connection with any distribution of the shares; and (v)
prior to sale, each purchaser had reasonable access to or was furnished all
material books and records of the Company, all material contracts and documents
relating to the proposed transaction, and had an opportunity to question the
executive officers of the Company. Pursuant to Rule 3E-500.005, in offerings
made under Section 517.061(11) of the Florida Statutes, an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or given reasonable access to full and fair disclosure of material
information. An issuer is deemed to be satisfied if such purchaser or his
representative has been given access to all material books and records of the
issuer; all material contracts and documents relating to the proposed
transaction; and an opportunity to question the appropriate executive officer.
In the regard, the Company supplied such information and was available for such
questioning.
Discussion and Analysis
Clements Golden Phoenix Enterprises, Inc. (the "Company" or "CGPE") is
incorporated in the State of Florida. The Company was originally incorporated as
Lucid Concepts, Inc. on July 15, 1994. It changed its name to the current name
in connection with a share exchange between the Company and Clements Citrus
Sales of Florida, Inc., a Florida corporation ("CCSF") on December 31, 1999 (the
"Agreement"). The Company is not presently trading on an exchange, but has
applied to have its Common Stock quoted on the Over the Counter Bulletin Board
by submitting its 15c2-11 application to the National Association of Securities
Dealers. Its executive offices are presently located at 3135 S.W. Mapp Road,
P.O. Box 268, Palm City, FL 34991. Its telephone number is (561) 287-5958 and
its facsimile number is (561) 287-9776.
15
The Company was formed with the contemplated purpose to manufacture and
market imported products from China in the United States and elsewhere. The
business concept and plan was based upon information obtained by the
incorporator several years before while working in China. The incorporator was
unable to obtain the cooperation and assistance of the Chinese and investors to
implement the proposed plan. After development of a business plan and efforts to
develop the business failed, all such efforts were abandoned. In December 1999,
at the time it acquired CCSF as a wholly-owned subsidiary, its purpose changed
to CCSF's initial purpose of citrus exportation.
The Company was still in the development stage until December 1999 when
the Share Exchange took place between CCSF and the Company and is still emerging
from that stage. The Company has only recently begun shipping its citrus
products to China. From the date of the Agreement in December 1999 through June
30, 2000, the Company generated revenues in the amount of $104,057 from the sale
of fruit and juice. Due to the Company's limited operating history and limited
resources, among other factors, there can be no assurance that profitability or
significant revenues on a quarterly or annual basis will occur in the future.
In May 2000, the Company shipped its first citrus products directly to
mainland China. The Company plans to make several additional shipments to its
two (2) distributors (Hongrun and Ruthersoft) by the end of 2000.
Since contracting with its first two (2) distributors and upon being
granted permits to ship citrus directly to mainland China, the Company has begun
to make preparations for a period of growth, which may require it to
significantly increase the scale of its operations. This increase will include
the hiring of additional personnel in all functional areas and will result in
significantly higher operating expenses. The increase in operating expenses is
expected to be matched by a concurrent increase in revenues. However, the
Company's net loss may continue even if revenues increase and operating expenses
may still continue to increase. Expansion of the Company's operations may cause
a significant strain on the Company's management, financial and other resources.
The Company's ability to manage recent and any possible future growth, should it
occur, will depend upon a significant expansion of its accounting and other
internal management systems and the implementation and subsequent improvement of
a variety of systems, procedures and controls. There can be no assurance that
significant problems in these areas will not occur. Any failure to expand these
areas and implement and improve such systems, procedures and controls in an
efficient manner at a pace consistent with the Company's business could have a
material adverse effect on the Company's business, financial condition and
results of operations. As a result of such expected expansion and the
anticipated increase in its operating expenses, as well as the difficulty in
forecasting revenue levels, the Company expects to continue to experience
significant fluctuations in its revenues, costs and gross margins, and therefore
its results of operations.
Results of Operations -For the Three Months Ending June 30, 2000 and the Short
Year Ending March 31, 2000
Financial Condition, Capital Resources and Liquidity
For the short year ended March 31, 2000 and the 2nd quarter ended June
30, 2000 the Company recorded no revenues and revenues in the amount of $104,057
respectively. For the short year ended March 31, 2000 and the second quarter
ended June 30, 2000 the Company had salary expenses of $97,785 and $98,030. This
comparative increase was due to an increase in the number of personnel employed
by the Company, specifically, the hiring of Mr. Samuel P. Sirkis as the
Company's President.
16
For the short year ended March 31, 2000 and the 2nd quarter ended June
30, 2000, the Company had market research and development expenses of $531,220
and $211,008 respectively.
For the short year ended March 31, 2000 and the 2nd quarter ended June
30, 2000, the Company paid consulting fees in the amount of $0 and $83,009
respectively. This increase was due primarily to the consulting fees paid to Mr.
Sam Mok, the Company's liaison with Mainland China.
For the short year ended March 31, 2000 and the 2nd quarter ended June
30, 2000, the Company had total administrative expenses of $783,467 and
$536,572.
Net Losses
For the short year ended March 31, 2000 and the 2nd quarter ended June
30, 2000, the Company reported a net loss from operations of $880,085 and
$514,881 respectively.
The ability of the Company to continue as a going concern is dependent
upon increasing sales and obtaining additional capital and financing. The
Company is currently seeking financing to allow it to begin its planned
operations.
Employees
At June 30, 2000, the Company employed five (5) persons. None of these
employees are represented by a labor union for purposes of collective
bargaining. The Company considers its relations with its employees to be
excellent. The Company plans to employ additional personnel as needed upon
product rollout to accommodate fulfillment needs.
Research and Development Plans
The Company believes that research and development is an important
factor in its future growth. Although, the citrus growing and exportation
industry is not closely linked to technological advances, it occasionally
produces new ways to raise and harvest crops, resulting in disease and pest
resistant product, which stays fresh for a longer period of time. Therefore, the
Company must continually invest in the technology to provide the best quality
product to the public and to effectively compete with other companies in the
industry. No assurance can be made that the Company will have sufficient funds
to purchase technological advances as they become available. Additionally, due
to the rapid advance rate at which technology advances, the Company's equipment
may be outdated quickly, preventing or impeding the Company from realizing its
full potential profits.
In late Spring 2001, the Company is planning to begin construction of a
citrus packing and processing center to be located in Stuart, FL, the heart of
Indian River Region. This facility will act as a showpiece for Clements Citrus
products to the Company's Chinese and domestic customers. The center should
consist of a state of the art, completely computer controlled, fresh citrus
packing facility, a facility for the manufacture and production of frozen
concentrate orange juice, as well as other frozen juices, a freezer facility, a
research center and an office facility. By having these facilities located on
one site, the entire program can be closely managed and controlled. It would
also insure against supply interruption and a total dependence on outside
suppliers.
17
Impact of the Year 2000 Issue
The Company did not experience any material impact to its operations as
a result of the Year 2000 calendar change. The Company does not anticipate any
material disruption in its operations as a result of any failure by the Company
to be in compliance.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
expansion and growth of the Company's business and operations, and other such
matters are forward-looking statements. These statements are based on certain
assumptions and analyses made by the Company in light of its experience and its
perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances. However, whether actual results or developments will conform with
the Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company; changes in laws or regulation; and other factors, most of which are
beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending June 30, 2000,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None.
18
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:
Exhibit No. Description
- ------------- ---------------------------------------------------------
3.(i).1 [1] Articles of Incorporation of The Silk Road Renaissance Company filed July 5, 1994.
3.(i).2 [1] Articles of Amendment to Articles of Incorporation changing the name to Gillette
Industries Group, Inc. filed December 5, 1994.
3.(i).3 [4] Articles of Amendment to Articles of Incorporation changing the name to Lucid
Concepts, Inc. filed June 3, 1999.
3.(i).4 [4] Articles of Amendment to Articles of Incorporation changing the name to Clements
Golden Phoenix Enterprises, Inc. filed January 4, 2000.
3.(ii).1 [1] Bylaws of the Company.
4.1 [4] Convertible Note between the Company and Bassuener Cranberry Corporation dated
January 13, 2000.
4.2 [4] Convertible Note between the Company and Ranger Cranberry Company, LLC dated
January 13, 2000.
4.3 [4] Convertible Note between the Company and Philip Taurisano dated March 1, 2000.
10.1 [2] Share Exchange Agreement between the Company and Clements Citrus Sales of
Florida, Inc. dated December 31, 1999.
10.2 [4] Exclusive Distributorship Agreement between Clements Citrus Sales of Florida, Inc.
and Hongrun Trade Co., Ltd. dated September 29, 1999.
10.3 [4] Exclusive Distributorship Agreement between Clements Citrus Sales of Florida, Inc.
and Qinhuangdao RutherSoft dated May 16, 2000.
10.4 [4] Lease between Clements Citrus Sales of Florida, Inc. and Edward Sellian for the
premises located at 32C East Osceola Street, Stuart, FL 34996.
10.5 * Employment Agreement with Samuel P. Sirkis dated August 1, 2000.
27.1 * Financial Data Schedule.
99.1 [3] Board Resolution dated April 18, 2000 authorizing change in fiscal year of the
Company to March 31.
99.2 [3] Board Resolution dated April 18, 2000 authorizing change in fiscal year of Clements
Citrus Sales of Florida, Inc. to March 31.
- ----------------
19
(* Filed herewith)
[1] Previously filed with the Company's Form 10SB filed August 24, 1999.
[2] Previously filed with the Company's report on Form 8-K filed January 12,
2000.
[3] Previously filed with the Company's Current Report on Form 8-K filed April
18, 2000.
[4] Previously filed with the Company's report on Form 10KSB filed July 12,
2000.
(b) A report on Form 8-K was filed on January 12, 2000 reporting the Share
Exchange conducted between the Company and Clements Citrus Sales of Florida,
Inc. on December 31, 1999. An amended report on Form 8-KA was filed on February
28, 2000 which included the required financial statements of Clements Citrus
Sales of Florida, Inc. Another report on Form 8-K was filed on April 18, 2000
changing the Company's fiscal year to March 31.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
(Registrant)
Date: August 18, 2000 BY: /s/ Joseph R. Rizzuti
--------------------------------
Joseph R. Rizzuti, COO, Chairman and acting CFO
20
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective the 1st day of
August 2000, by and between Clements Golden Phoenix Enterprises, Inc., a Florida
corporation with offices at 3135 S.W. Mapp Road, P.O. Box 268, Palm City, FL
34991 (the "Employer") and Samuel P. Sirkis, residing at 2705 Autumn Leaves
Drive, Daytona Beach, FL 32124 (the "Employee").
W I T N E S S E T H :
WHEREAS, Employer desires to engage the services of Employee upon the
terms set forth herein; and
WHEREAS, Employee desires to be employed by Employer and to
appropriately memorialize the terms and conditions of such employment.
NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. BASIC EMPLOYMENT PROVISIONS.
(a) Employment and Term. Employer hereby agrees to employ
Employee (hereinafter referred to as the "Employment") as President of Employer
(the "Position") and Employee agrees to be employed by Employer in such Position
for a period of two (2) years ending on the 31st day of July, 2002 (the
"Termination Date"), unless terminated earlier as provided herein (the
"Employment Period").
(b) Duties. Employee in the Position will be subject to the
direction and supervision of the Board of Directors (the "Board") and will have
those duties and responsibilities which are assigned to him during his
Employment Period by the Board consistent with the Position, provided that the
Board will not assign any greater duties or responsibilities to the Employee
than are necessary for the Employee's faithful and adequate performance of the
duties and responsibilities assigned. The parties expressly acknowledge that the
Employee will devote all of Employee's business time and attention to the
transaction of the Employer's business as is reasonably necessary to discharge
Employee's responsibilities hereunder. Employee agrees to perform faithfully the
duties assigned to the best of Employee's ability.
2. COMPENSATION.
(a) Salary. During the Employment Period, Employer will pay to
Employee a salary as basic compensation for the services to be rendered by
Employee hereunder. The initial amount of such basic compensation will be
Seventy Five Thousand Dollars ($75,000) per year. Such salary will be reviewed
annually by the Board of the Employer and may be increased in the Board's sole
discretion based upon the profitability of Employer. Such salary will accrue and
be payable in accordance with the payroll practices of Employer in effect from
time to time. All such payments will be subject to deductions and withholdings
authorized or required by applicable law.
(b) Bonus. During the Employment Period, Employee may be
eligible to receive any additional salary, bonus or other compensations as may
be determined in the Board's sole discretion.
(c) Benefits. During the Employment Period, Employee will be
entitled to such other benefits as are available to other key employees and
executives of Employer, including, without limitation, group life,
hospitalization and other insurance, paid vacations, and pension benefits.
(d) Signing Bonus. Upon execution of this agreement, Employee
will receive a signing bonus of 200,000 shares of the Company's restricted
Common Stock.
3. TERMINATION.
(a) Death or Disability. This Agreement will terminate
automatically upon the death or total disability of Employee. For the purpose
this Agreement, "total disability" will be deemed to have occurred if Employee
will have been unable to perform the assigned duties due to mental or physical
incapacity for a period of three (3) consecutive months or for any sixty (60)
working days out of a six (6) month consecutive period.
(b) Cause. Employer may terminate the employment of Employee
under this Agreement for Cause. For the purpose of this Agreement, "cause" will
be deemed to be the insolvency of Employer as determined by the Employer's
auditors, any felony convictions, fraud, dishonesty, competition with Employer
by Employee, unauthorized use of any of Employer's trade secrets or confidential
information by Employee, or failure to properly perform the duties assigned to
Employee, in the reasonable judgment of Employer.
(c) Without Cause. Except in the case of change of control as
defined herein, in which case subparagraph (d) will apply, Employer may
terminate the employment of Employee under this Agreement with written notice to
Employee (the "W/C Notice").
(d) Change of Control. Upon change of control of Employer,
Employer may terminate this Agreement. For the purpose of this Agreement,
"change of control" will mean a change in the control of Employer of a nature
that would be required to be reported in response to (1) Item 1 of Form 8K; (2)
Item 5(f) of Schedule 14A of Regulation 14A; or (3) any other rule or regulation
as promulgated by the Securities and Exchange Commission.
(e) Voluntary Termination by Employee. Employee may terminate
this Agreement with three (3) month written notice to Employer (the "V/T
Notice").
4. COMPENSATION UPON TERMINATION.
(a) Death or Disability. If the Employment Period is terminated
pursuant to the provisions of Section 3(a) above, the following will be payable:
(1) In the case of death, no further compensation will be payable
to Employee, except that Employee's estate, heir or beneficiaries, as
applicable, will be entitled, in addition to any other benefits specifically
provided to them under any benefit plan, to receive Employee's then current
salary for the balance of the Employment Period.
(2) In the case of disability, no further compensation will be
payable to Employee, except that Employee will be entitled, in addition to any
other benefits specifically provided to Employee under any benefit plan, to
receive Employee's then current salary for the balance of the Employment Period.
(b) Termination for Cause. If the Employment of Employee under
this Agreement is terminated for cause pursuant to the provisions of Section
3(b) above, no further compensation will be paid to Employee after the date of
termination and all benefits will cease at that time.
(c) Termination Without Cause. If the Employment of Employee
under this Agreement is terminated pursuant to Section 3(c) above, Employee will
be entitled to continue to receive from Employer the then current basic
compensation hereunder for a period of three (3) months from the date of the W/C
Notice, such amount to be paid in accordance with the payroll practices of
Employer, and further will be entitled to receive the benefits to which Employee
would otherwise be entitled pursuant to Section 2(c) above for a period of three
(3) months from the date of the W/C Notice.
(d) Termination due to Change of Control. If the Employment
of Employee under this Agreement is terminated pursuant to Section 3(d) above,
(1) in the event that Employer's new management offers
Employee a position, Employee will have thirty (30) days from the date the
position is offered to decide where to accept or not. If Employee accepts, this
Agreement will be terminated and all compensation will be in accordance with the
new agreement. If the Employee rejects the offered position, Employee will be
entitled to receive within sixty (60) days from the date of change of control, a
lump sum equal to the Employee's then current salary for a period of twelve (12)
months, and further will be entitled to receive the benefits to which Employee
would otherwise be entitled pursuant to Section 2(c) above for a period of
twelve (12) months; or
(2) in the event that the Employer's new management
does not offer Employee a position, Employee will be entitled to receive within
sixty (60) days from the date of change of control, a lump sum equal to the
Employee's then current salary for a period of twelve (12) months, and further
will be entitled to receive the benefits to which Employee would otherwise be
entitled pursuant to Section 2(c) above for a period of twelve (12); and
(e) Termination Due to Voluntary Termination by Employee. If
the Employee voluntarily terminates the Employee's Employment pursuant to the
provisions of Section 3(e) above, Employee will be entitled to receive the then
current salary of Employee for the lesser of (i) three (3) months from the date
of the V/T Notice or (ii) for the period from the date of the V/T Notice through
the last day on which Employee remains in the Position.
5. EXPENSE REIMBURSEMENT.
Upon submission of properly documented expense account
reports, Employer will reimburse Employee for all reasonable business, travel
and entertainment expenses incurred by Employee in the course of his Employment
with Employer.
6. ASSIGNMENT.
This Agreement and all of the provisions hereof will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder will be assigned by any of the
parties hereto, except that this Agreement and all of the provisions hereof may
be assigned by Employer to any successor to all or substantially all of its
assets (by merger or otherwise) and may otherwise be assigned upon the prior
written consent of Employee.
7. CONFIDENTIAL INFORMATION.
(a) Non-Disclosure. During the Employment Period or at any
time thereafter, irrespective of the time, manner or cause of the termination of
this Agreement, Employee will not directly or indirectly reveal, divulge,
disclose or communicate to any person or entity, other than authorized officers,
directors and employees of the Employer, in any manner whatsoever, any
Confidential Information (as hereinafter defined) of Employer without the prior
written consent of the Board.
(b) Definition. As used herein, "Confidential Information"
means information disclosed to or known by Employee as a direct or indirect
consequence of or through the Employment about Employer or its respective
businesses, products and practices, which information is not generally known in
the business in which Employer is or may be engaged. However, Confidential
Information will not include under any circumstances any information with
respect to the foregoing matters which is (i) available to the public from a
source other than Employee, (ii) released in writing by Employer to the public
or to persons who are not under a similar obligation of confidentiality to
Employer and who are not parties to this Agreement, (iii) obtained by Employee
from a third party not under a similar obligation of confidentiality to
Employer, (iv) required to be disclosed by any court process or any government
or agency or department of any government, or (v) the subject of a written
waiver executed by Employer for the benefit of Employee.
(c) Return of Property. Upon termination of the Employment,
Employee will surrender to Employer all Confidential Information, including
without limitation, all lists, charts, files, disks, tapes, programs, program
and system manuals and documentation, schedules, reports, financial statements,
books and records of the Employer, and all copies thereof, and all other
property belonging to the Employer will be accorded reasonable access to such
Confidential Information subsequent to the Employment Period for any proper
purpose as determined in the reasonable judgment of Employer.
8. AGREEMENT NOT TO COMPETE.
(a) Employee agrees:
(1) To give the Board three (3) month's written advance notice of
voluntary termination of Employment with Employer. Such notice will include
Employee's future employment or self-employment intentions, identification of
the prospective employer and the general nature of the prospective employment or
self-employment, if known. Employer will continue to pay the then-current salary
to Employee in accordance with paragraph 4(e) above.
(2) To participate in an exit interview conducted by a member of
the personnel department of Employer and/or by a representative of Employer, at
the time of or prior to the termination of Employment with Employer.
(3) That for two (2) years following the termination of the
Employment, Employee will promptly notify Employer of any change in the
identification of Employee's employer or the nature of such employment or of
self-employment.
(4) Subject to the conditions hereinafter stated, Employee will
not, within two (2) years after leaving the employ of Employer, engage or enter
into employment by, or into self-employment or gainful occupation as, a
Competing Business (as hereinafter defined) or act directly or indirectly as an
advisor, consultant, sales agent, as defined herein or broker for a Competing
Business. As used herein, "Competing Business" means a business which is engaged
in the manufacture, sale or other disposition of a product or service or has
under development a product or service which is in direct competition with a
product or service, whether existing or under development, of the Employer.
Employee acknowledges that Employer does not have an adequate remedy at law in
the event Employee violates this provision and, therefor, Employee agrees that,
in such an event, Employer will be entitled to seek equitable relief, including
but not limited to, injunctive relieve and to withhold all payments due to
Employee hereunder pending a judicial determination of whether Employee has
violated this Agreement.
(b) Employer further agrees:
(1) That within fifteen (15) business days after receiving
written identification of the prospective employer verified in writing by the
Employer, the nature of the employment or self-employment pursuant to Paragraph
8(a)(1) above, or any change therein pursuant to Paragraph 8(a)(3) above,
Employer will advise Employee as to whether such employment constitutes a
Competing Business as defined in Paragraph 8(a)(4) above.
(c) The provisions of 8(a)(2) - 8(a)(4) and 8(b) will apply
whether the termination is voluntary or involuntary and for whatever reason. In
addition, 8(a)(1) will apply in the case of a voluntary termination by Employee.
9. WAIVER OF AGREEMENT NOT TO COMPETE.
The Employer, based on the facts revealed to it by the
Employee regarding the new employment and in its discretion upon written
notification to Employee, may at any time waive or elect not to enforce the
provisions of Paragraph 8(a)(4).
10. AGREEMENT NOT TO SOLICIT EMPLOYEES.
Employee agrees that, for a period of two (2) years following
the termination of the Employment Period, Employee will not, on behalf of any
business, engage in a business competitive with Employer, solicit or induce, or
in any manner attempt to solicit or induce, either directly or indirectly, any
person employed by, or any agent of Employer, to terminate such employment or
agency, as the case may be, with Employer. In the event of violation hereof,
Employer may terminate any payments due to Employee hereunder.
11. NO VIOLATION.
Employee hereby represents and warrants to Employer that the
execution, delivery and performance of this Agreement or the passage of time, or
both, will not conflict with, result in a default, right to accelerate or loss
of rights under any provision of any agreement or understanding to which the
Employee or, to the best knowledge of Employee, any of Employee's affiliates are
a party or by which Employee, or to the best knowledge of Employee, Employee's
affiliates may be bound or affected.
12. CAPTIONS.
The captions, headings and arrangements used in this Agreement
are for convenience only and do not in any way affect, limit or amplify the
provisions hereof.
13. NOTICES.
All notices required or permitted to be given hereunder will
be in writing and will be deemed delivered, whether or not actually received,
two (2) days after being deposited in the United
States mail, postage prepaid, registered or certified mail, return receipt
requested, addressed to the party to whom notice is being given at the specified
address or at such other address as such party may designate by notice:
Employer: Clements Golden Phoenix Enterprises, Inc.
3135 S.W. Mapp Road
P.O. Box 268
Palm City, FL 34991
With a copy
which shall not
constitute notice to: Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
Employee: Samuel P. Sirkis
2705 Autumn Leaves Drive
Daytona Beach, FL 32124
14. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws, such provisions will be
fully severable, and this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of this
Agreement; the remaining provisions of this Agreement will remain in full force
and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance of this Agreement. In lieu of each such illegal,
invalid or unenforceable provision, there will be added automatically as part of
this Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
15. ENTIRE AGREEMENT; AMENDMENTS.
This Agreement contains the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, if any, relating to the subject matter hereof,
including the Prior Agreement, which is fully replaced hereby. This Agreement
may be amended, in whole or in part only, by an instrument in writing setting
forth the particulars of such amendment and duly executed by an officer of
Employer expressly authorized by the Board to do so and by Employee.
16. WAIVER.
No delay or omission by any party hereto to exercise any right
or power hereunder will impair such right or power to be construed as a waiver
thereof. A waiver by any of the parties hereto of any of the covenants to be
performed by any other party or any breach thereof will not be construed to be a
waiver of any succeeding breach thereof or of any other covenant herein
contained. Except as otherwise expressly set forth herein, all remedies provided
for in this Agreement will be cumulative and in addition to and not in lieu of
any other remedies available to any party at law, in equity or otherwise.
17. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each
of which will constitute an original, and all of which together will constitute
one and the same agreement.
18. GOVERNING LAW.
This Agreement will be construed and enforced according to the
laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of the date first above written.
EMPLOYER: EMPLOYEE:
Clements Golden Phoenix Enterprises, Inc.
By:/s/ Henry T. Clements /s/Samuel P. Sirkis
- -------------------------------------- ----------------------------
Henry T. "Skip" Clements Samuel P. Sirkis
Chief Executive Officer