UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2000
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-27137 65-0509296
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
3135 S.W. Mapp Road
P.O. Box 268, Palm City, FL 34991
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 287-5958
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N/A
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(Former name or former address, if changes since last report)
Copy of Communications to: Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
Phone:(561) 832-5696
Facsimile:(561) 659-5371
The purpose of this amended current report on Form 8-K is to add to the
previous current report on Form 8-K filed to disclose a change in the
Registrant's Certifying Accountant to include certain information at the request
of the Commission.
ITEM 4(a). CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 20, 2000 Joan Staley, CPA, P.A. notified the Company that
they were resigning as the Company's independent auditors. The stated reasons
were that the firm could no longer bear the workload with the Company as a
client.
Audited statements prepared by Joan Staley, CPA, P.A. contained a going
concern qualification but such financial statements did not contain any
adjustment for uncertainties stated therein.
During the Registrant's most recent fiscal year and during any
subsequent interim period preceding the date of resignation, the Company has had
no disagreements with Joan Staley, CPA, P.A. on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure.
No accountant's report on the financial statements for the past year
contained an adverse opinion or a disclaimer of opinion or was qualified or
modified as to uncertainty, audit scope or accounting principles.
On February 15, 2001 the Company provided Joan Staley, CPA, P.A. with a
copy of this revised disclosure and requested that it furnish a revised letter
to the Company, addressed to the SEC, stating that it agreed with the statements
made herein or the reasons why it disagreed. On February 15, 2001, the Company
received a letter from Joan Staley, CPA, P.A. that it agreed with the statements
contained herein.
Item 4(b). Changes in Registrant's Certifying Accountant.
On December 20, 2000, the Company's board of directors approved the
engagement the firm of Kaufman, Rossin, & Co., a Florida Professional
Association located at 2699 South Bayshore Drive, Miami, FL 33133, as the
Company's independent auditors. Such appointment was accepted by Gerald
Michelson, Vice President and Scott F. Berger of the firm. Prior to such
engagement, the Company had not consulted Kaufman, Rossin, & Co. on any prior
matters, including any matters relative to the application of accounting
principles or any subject of disagreement with Joan Staley, CPA, P.A..
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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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.
4.4 [6] Promissory Note by the Company in favor of Bonnie K. Ludlum dated September
28, 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.
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 * Letter on change of certifying accountant pursuant to Regulation SK, Section
304(a)(3)2.
16.4 * 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.
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(* 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.
[7] Previously filed with the Company's Current Report on Form 8K filed
December 26, 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. Lastly, a report on Form 8-K was
filed on December 26, 2000 disclosing a change in the Registrant's Certifying
Accountant.
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 15, 2001 BY: /s/ Joseph R. Rizzuti
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Joseph R. Rizzuti, Chairman
and Chief Operating Officer
BY: /s/ Samuel Sirkis
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Samuel Sirkis, President and Director
BY: /s/ Henry "Skip" Clements
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Henry "Skip" Clements
Chief Executive Officer and Director
BY: /s/ Bonnie K. Ludlum
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Bonnie K. Ludlum, Secretary and Director
BY: /s/ John Samartine
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John Samartine, Director