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

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.

Part I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CLEMENTS GOLDEN PHOENIX

ENTERPRISES, INC. AND SUBSIDIARY

FINANCIAL STATEMENTS

DECEMBER 31, 2000

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

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
- ------------------------------------------------------------------------------- ------------------ ---------------

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
- ------------------------------------------------------------------------------- ------------------ ---------------

See accompanying notes.

F-1

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
- -------------------------------------------------- ----------------- ------------------ --------------------

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
- -------------------------------------------------- ----------------- ------------------ ---------------------

See accompanying notes.

F-2

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
- ---------------------------------------------------------- ---------- ------------ ----------- ------------ -------------

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)
- ---------------------------------------------------------- ---------- ------------ ----------- ------------ -------------

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

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
- ------------------------------------------------------------------------- ------------------- ------------------

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 $ -
- ------------------------------------------------------------------------- ------------------- ------------------

See accompanying notes.

F-4

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

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

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

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

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

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.

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.

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

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.

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.

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

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.

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

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.

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:

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.

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.

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.
- ----------------

(* 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 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.

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