EXHIBIT 16.4





                            Joan R. Staley, CPA, P.A.
                               2920 S.W. Mapp Road
                               Palm City, FL 34990
                                 (561) 221-1273


February 15, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: Clements Golden Phoenix Enterprises, Inc.

Ladies and Gentlemen:

We have read Item  4(a) of the  amended  Form 8-K  dated  February  15,  2001 of
Clements  Golden  Phoenix  Enterprises,  Inc.  and  are in  agreement  with  the
statements  contained  therein.  During the Registrant's most recent fiscal year
and in any subsequent  interim period  preceding the date of our  resignation as
the Registrant's certifying accountants, there were no disagreements between our
firm and the  Registrant  on any matter of  accounting  principles or practices,
financial statement disclosure, or auditing scope or procedure. No report on the
financial  statements of the  Registrant  for the past year prepared by our firm
contained  an adverse  opinion or a  disclaimer  of opinion or was  qualified or
modified as to uncertainty, audit scope or accounting principles.


Yours truly,

/s/ Joan Staley CPA, P.A.
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Joan R. Staley CPA, P.A.