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, 2001
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 June 30, 2001, there were 7,314,241 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

JUNE 30, 2001

C O N T E N T S
Page

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet F-1

Statements of Operations F-2

Statements of Cash Flows F-3

Notes to Condensed Consolidated Financial Statements F-4

CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
JUNE 30, 2001

ASSETS
- ------------------------------------------------------------------------------- ----------------------

CURRENT ASSETS
Cash and cash equivalents $ 3,796
Accounts receivable 3,622
Inventory 9,000
Loans and accrued interest receivable from former officer, net of
allowance of $121,326 -
Prepaid expenses 7,839
- ------------------------------------------------------------------------------- ----------------------
Total current assets 24,257

PROPERTY AND EQUIPMENT, NET 19,894

OTHER ASSETS 760
- ------------------------------------------------------------------------------- ----------------------

TOTAL ASSETS $ 44,911
- ------------------------------------------------------------------------------- ----------------------

LIABILITIES AND DEFICIENCY IN ASSETS
- ------------------------------------------------------------------------------- ----------------------

CURRENT LIABILITIES
Accounts payable $ 432,489
Accrued expenses 173,425
Accrued interest payable - stockholders 335,746
Convertible notes 500,000
Loans payable-shareholders 1,642,926
- ------------------------------------------------------------------------------- ----------------------
Total current liabilities
- ------------------------------------------------------------------------------- ----------------------

DEFICIENCY IN ASSETS
Common stock, $.001 par value; 12,500,000 shares authorized; 7,214,201,
shares issued and outstanding 7,214
Additional paid-in capital 3,571,311
Accumulated deficit (6,618,200)
- ------------------------------------------------------------------------------- ----------------------
Total deficiency in assets (3,039,675)
- ------------------------------------------------------------------------------- ----------------------

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 44,911
- ------------------------------------------------------------------------------- ----------------------

See accompanying notes.

F-1

CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2001 AND JUNE 30, 2000

Three Months Three Months
Ended Ended
June 30, 2001 June 30, 2000
- ------------------------------------------------------------- --------------- ---------------------

REVENUE $ 7,306 $ 104,057

COST OF GOODS SOLD 25,794 85,230
- ------------------------------------------------------------- --------------- ---------------------

GROSS PROFIT (LOSS) ( 18,488) 18,827
- ------------------------------------------------------------- --------------- ---------------------

OPERATING EXPENSES
Consulting fees 146,595 83,009
Market research and development - 211,008
Professional fees 31,192 21,166
Salaries 78,312 98,030
Selling, general and administrative 113,945 81,156
- ------------------------------------------------------------- --------------- ---------------------
Total operating expenses
- ------------------------------------------------------------- --------------- ---------------------

LOSS BEFORE OTHER INCOME (EXPENSE) ( 388,532)( 517,745)
- ------------------------------------------------------------- --------------- ---------------------

OTHER INCOME (EXPENSE)
Interest income - 1,756
Interest expense ( 64,266)( 42,203)
- ------------------------------------------------------------- --------------- ---------------------
Total other income (expense) ( 64,266)( 40,447)
- ------------------------------------------------------------- --------------- ---------------------

NET LOSS ( $ 452,798)( $ 514,881)
- ------------------------------------------------------------- --------------- ---------------------

NET LOSS PER COMMON SHARE - BASIC AND DILUTED ( $ 0.06)( $ 0.09)
- ------------------------------------------------------------- --------------- ---------------------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 7,214,201 5,452,840
- ------------------------------------------------------------- --------------- ---------------------

See accompanying notes.

F-2

CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2001 AND JUNE 30, 2000

Three Months Three Months
Ended Ended
June 30, 2001 June 30, 2000
- ------------------------------------------------------------------------------- --------------- ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ( $ 452,798) ( $ 514,881)
- ------------------------------------------------------------------------------- --------------- ---------------
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation 5,898 4,795
Loss on disposition of transportation equipment 4,083 -
Changes in operating assets and liabilities:
Accounts receivable 1,878 ( 74,867)
Prepaid consulting fees 48,147 ( 9,445)
Prepaid expenses ( 197) ( 187)
Inventory 11,401 -
Accounts payable 198,327 15,750
Accrued expenses 67,728 ( 22,009)
- ------------------------------------------------------------------------------- --------------- ---------------
Total adjustments 337,265 ( 85,963)
- ------------------------------------------------------------------------------- --------------- ---------------
Net cash used in operating activities ( 115,533) ( 600,844)
- ------------------------------------------------------------------------------- --------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - ( 45,349)
Proceeds from disposition of transportation equipment 61,750 -
Increase in loans and interest receivable from former officer - ( 15,375)
- ------------------------------------------------------------------------------- --------------- ---------------
Net cash provided by (used in) investing activities 61,750 ( 60,724)
- ------------------------------------------------------------------------------- --------------- ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings - 33,249
Principal payments of long-term debt ( 52,689) -
Proceeds from stockholder loans 45,048 -
Principal repayments of stockholder loans ( 10,555) ( 124,735)
Accrued interest payable 62,988 36,500
Proceeds from issuance of common stock - 516,000
- ------------------------------------------------------------------------------- --------------- ---------------
Net cash provided by financing activities 44,792 461,014
- ------------------------------------------------------------------------------- --------------- ---------------

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 8,991) ( 200,554)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 12,787 240,451
- ------------------------------------------------------------------------------- --------------- ---------------

CASH AND CASH EQUIVALENTS - END OF PERIOD $ 3,796 $ 39,897
- ------------------------------------------------------------------------------- --------------- ---------------

Supplemental Disclosure:
- ------------------------------------------------------------------------------- --------------- ---------------

Cash paid for interest $ 1,280 $ 42,203
- ------------------------------------------------------------------------------- --------------- ---------------

See accompanying notes.

F-3

CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Consolidation

The condensed consolidated financial statements include the accounts of Clements
Golden Phoenix Enterprises, Inc. and its wholly owned subsidiary, Clements
Citrus Sales of Florida, Inc. (collectively "the Company"). 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 accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-QSB for quarterly reports under section 13 or 15(d) of the Securities
Exchange Act of 1934. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States 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 month
period ended June 30, 2001 are not necessarily indicative of the results that
may be expected for the year ending March 31, 2002. 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, 2001.

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.

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.

F-4

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassifications

Certain amounts in the financial statements for the three month period ended
June 30, 2000 have been reclassified to conform with the June 30, 2001 financial
statement presentation. Such reclassifications had no effect on reported net
income.

NOTE 3. GOING CONCERN CONSIDERATIONS

During the fiscal year ended March 31, 2001 and continuing in 2002, the Company
experienced, and continues to experience, certain cash flow problems and has,
from time to time, experienced difficulties meeting its obligations as they
become due. As reflected in the condensed consolidated financial statements, the
Company has incurred net losses of approximately $450,000 for the three months
ended June 30, 2001, and as of June 30, 2001, the Company's consolidated
financial position reflects a working capital deficiency of approximately
$3,060,000. Management's plans with regard to these matters encompass the
following actions:

Liquidity

1. Financing from Third Party Sources

In the fiscal year ended March 31, 2002 the Company plans to continue its equity
fundraising efforts and is in the process of completing a private placement
under which the Company is attempting to raise $2,000,000 in exchange for shares
of the Company's common stock.

2. Financing from Private Loans

The Company plans to continue accepting private loans, including convertible
loans, to fund operations until such time as working capital is adequate.

Profitability

1. Business Plan

The Company has formulated, and is in the process of implementing, a strategic
plan focussed on business development in terms of increased revenues and reduced
operating expenses. The key elements of the plan include the following:

o Focus operations globally as opposed to limiting the Company's markets
to the Asian territories
o Implement a distribution strategy utilizing strategic alliances with
major global food companies in addition to existing distributors
o Shift marketing and market research expenses burden from the Company
to local distributors

F-5

NOTE 3. GOING CONCERN CONSIDERATIONS (Continued)

2. Improvement in Operational Costs

Management continues its efforts to manage costs and operating expenses, so as
to improve gross margins and profitability.

NOTE 4. LOANS AND ACCRUED INTEREST RECEIVABLE FROM FORMER OFFICER

Loans and accrued interest receivable from former officer is comprised of funds
disbursed to or on behalf of a former officer for various personal expenditures.
In July 2000, the Company began withholding from the former officer's wages to
pay back the loans. The loans bear interest at 8 1/2% per annum. During April
2001, the officer was terminated and management believes there is significant
uncertainty regarding recoverability. Accordingly, the loans and related accrued
interest have been fully reserved at June 30, 2001.

NOTE 5. CONVERTIBLE NOTES PAYABLE

At June 30, 2001, convertible notes payable consisted of the following:

o $100,000 note to a stockholder dated March 1, 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 could be converted into shares of
the restricted common stock of the company at the option of the payee on or
before March 1, 2001. If not converted, the unpaid principal and accrued
interest would be due on March 1, 2001. At June 30, 2001, the note payable
has matured and is due on demand.

o $150,000 note to a stockholder dated October 19, 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 could be converted
into shares of the restricted common stock of the company at the option of
the payee on or before October 19, 2001. If not converted, the unpaid
principal and accrued interest would be due on October 19, 2001.

o $250,000 note dated December 11, 2000 to a stockholder. Interest accrues at
a rate of 11% per annum on the unpaid principal balance and was due on
April 10, 2001. 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 would be due on April 10, 2001. However, the
Company received an extension of the due date of the principal and accrued
interest until October 10, 2001. In connection with this note, the Company
issued the note holder 1,250 shares of the Company's restricted common
stock and warrants to purchase 6,250 additional shares of the Company's
restricted common stock.

F-6

NOTE 6. LOANS PAYABLE - STOCKHOLDERS

Certain stockholders 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. RELATED PARTIES

During the three months ended June 30, 2001, an officer of the Company advanced
approximately $45,000 for working capital, of which approximately $11,000 was
repaid prior to June 30, 2001. Additionally, three companies controlled by the
officer paid operating expenses of approximately $55,000 on behalf of the
Company during the three months ended June 30, 2001, all of which is included in
accounts payable at June 30, 2001.

NOTE 8. COMMITMENT

Employment Agreement

On June 26, 2001, the Company entered into an employment agreement with the
president of the Company effective July 1, 2001. The agreement is for a period
of two years at a salary of $75,000 per year plus certain bonuses based on the
Company's revenues. In connection with the agreement, the president received
options to purchase 500,000 shares of the Company's common stock, half of which
vest on September 28, 2001, with the remaining balance vesting on July 1, 2002.

NOTE 9. SUBSEQUENT EVENTS

Sales Commission Agreements

During July 2001, the Company entered into two sales commission agreements with
two companies ("Sales Agents") to sell the Company's product in Asia, Europe and
the Middle East. These agreements provide for commissions to the Sales Agents
ranging from 5% to 8% based on certain sales volumes.

Litigation

In July 2001, a stockholder with demand notes payable totaling approximately
$755,000 in principal and accrued interest (the "Notes") provided the Company
with a written request for payment of all amounts outstanding pursuant to the
demand provisions of the Notes. At this time, the Company has been unable to
repay the Notes. Consequently, the stockholder has filed suit against the
Company alleging breach of contract and non-payment of the Notes. The outcome of
this action as well as the extent of the Company's liability cannot be
determined at this time. The balance of the Notes and the related accrued
interest due to the stockholder are recorded as current liabilities on the
Company's consolidated balance sheet.

F-7

Item 2. Management's Discussion and Analysis

General

Clements Golden Phoenix Enterprises, Inc., a Florida corporation ("CGPE"),
of which Clements Citrus Sales of Florida, Inc., a Florida corporation ("CCSF")
is a wholly owned subsidiary (collectively the "Company") relied upon Section
4(2) of the Securities Act of 1933, as amended (the "Act") and Rule 506 of
Regulation D promulgated thereunder ("Rule 506") for several transactions
regarding the issuance of its unregistered securities. In each instance, such
reliance was based upon the fact that (i) the issuance of the shares did not
involve a public offering, (ii) there were no more than thirty-five (35)
investors (excluding "accredited investors"), (iii) each investor who was not an
accredited investor either alone or with his purchaser representative(s) has
such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the prospective investment, or the
issuer reasonably believes immediately prior to making any sale that such
purchaser comes within this description, (iv) the offers and sales were made in
compliance with Rules 501 and 502, (v) the securities were subject to Rule 144
limitations on resale and (vi) each of the parties was a sophisticated purchaser
and had full access to the information on the Company necessary to make an
informed investment decision by virtue of the due diligence conducted by the
purchaser or available to the purchaser prior to the transaction (the "506
Exemption").

The Company relied upon Section 517.061(11) of the Florida Statutes for
several transactions regarding the issuance of its unregistered securities. In
each instance, such reliance was based upon the fact that (i) sales of the
shares of common stock were not made to more than thirty-five (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 management was available for such questioning (the "Florida
Exemption").

In April 2001, Gordon E. Hunt, a Director of the Company, resigned from the
Board of Directors. Although Mr. Hunt cited internal differences within the
management of the Company as his reason for resigning, he did not resign due to
a personal disagreement with the Company on any

matter relating to the Company's operations, policies or practices and did not
provide the Company with a letter describing such disagreement nor request that
the matter be disclosed.

In April 2001, at a meeting of the Company's Board of Directors, the position of
Chief Executive Officer was vacated. Additionally, the position of Chief
Financial Officer was vacated and Anne-Marie Ludlum was subsequently appointed
to fill the vacancy.

In May 2001, the Company received a demand letter from Philip Taurisano pursuant
to a promissory note dated October 2000. Mr. Taurisano alleged that principal
and interest payments in the amount of $114,947.42 were not paid. He purported
to accelerate all amounts due under the note.

In June 2001, the Company initiated an offering of 6,000,000 units, each unit
containing one (1) share of the Company's Series A preferred stock and a warrant
to purchase one-half (1/2) share of the Company's common stock at an exercise
price of $1.25 per share. Each subscriber has certain demand registration
rights. The price per unit is $1.00 for any subscription up to 750,000 units and
$0.75 for any subscription for 750,000 or more units. No units have been sold to
date. The Company has yet to file an amendment to its Articles of Incorporation
authorizing the Series A preferred stock and stating the powers, designations,
preferences, privileges and relative rights.

In July 2001, Samuel P. Sirkis resigned as President, but remained a
Director of the Company. The Company's Board of Directors filled the vacant
positions of President and Chief Executive Officer with Antonio Doria.

In July 2001, Joseph Rizzuti, the Company's current Chairman and Chief
Operating Officer converted $250,000 of debt owed to him by the Company to
1,250,000 shares of the Company's restricted common stock. For such offering,
the Company relied upon the 506 Exemption and the Florida Exemption.

In August 2001, the Company, its subsidiary and Henry T. Clements, the
Company's former Chief Executive Officer and a current Director of the Company
were named in a complaint filed by Edward M. Sellian alleging nonpayment of
$635,000 plus interest allegedly owed to him by CCSF and/or CGPE, and which
Henry T. Clements allegedly secured with all or some of the common stock owned
by him in the Company. The complaint was filed in the circuit court of the
nineteenth judicial district in and for Martin county, Florida. None of the
defendants has yet to file an answer to the complaint.

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 "CGPE".
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 three (3) months ended June 30, 2001, the Company
generated revenues in the amount of $7,306 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 Three Months Ending June 30, 2001 and June 30,
2000

Financial Condition, Capital Resources and Liquidity

For the quarter ended June 30, 2001 and June 30, 2000, the Company recorded
$7,306 revenues and revenues in the amount of $104,057 respectively. The reason
for the $96,751 decrease in revenues is because the Company had limited sales in
this quarter.

For the quarter ended June 30, 2001 and June 30, 2000, the Company had
salary expenses of $78,312 and $98,030.

For the quarter ended June 30, 2001 and June 30, 2000, the Company had
selling, general and administrative expenses of $113,945 and $81,156
respectively. The reason for the $32,789 increase in selling, general and
administrative expenses is because the Company is no longer recognizing market
research and development costs as a separate line item and those expenses are
therefore lumped in with selling, general and administrative expenses.

For the quarter ended June 30, 2001 and June 30, 2000, the Company paid
consulting fees in the amount of $146,595 and $83,009 respectively. This
increase of $63,586 was due primarily to increased participation in trade shows.

For the quarter ended June 30, 2001 and the quarter ended June 30, 2000,
the Company had total operating expenses of $370,044 and $494,369 respectively.

Net Losses

For the quarter ended June 30, 2001 and the quarter ended June 30, 2000,
the Company reported a net loss from operations of $452,798 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, 2001, the Company employed four (4) 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.

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.

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, 2001, 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 [9] Convertible Note by the Company in favor of Philip Taurisano dated October 19,
2000.

4.6 [10] Convertible Note by the Company in favor of James E. Groat dated December 11,
2000.

4.7 [10] Private Placement Memorandum dated June 18, 2001.

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 [9] Warrant to purchase 25,000 shares of the Company's Common Stock in favor of
James E. Groat dated December 11, 2000.

10.9 [9] Common Stock Purchase Agreement between the Company and Capital Consultants,
Inc. dated February 1, 2001.

10.10 [9] Registration Rights Agreement between the Company and Capital Consultants, Inc.
dated February 1, 2001.

10.11 [9] Amendment to Employment Agreement between the Company and Samuel P. Sirkis.

10.12 [9] Warrant to purchase 800,000 shares of the Company's Common Stock in favor of
Samuel P. Sirkis dated February 1, 2001.

10.13 [9] Warrant to purchase 100,000 shares of the Company's Common
Stock in favor of Condor Consulting, LLC dated September 15,
2000.

10.14 [9] Promissory Note by the Company in favor of Donald H. Sturm in the principal
amount of $100,000 dated February 7, 2001.

10.15 [10] Import Agency Contract between Clements Citrus Sales of Florida, Inc. and Golden
Wing Mau Enterprise Development Co. Ltd.

10.16 * Agreement between J. R. Ruzzuti and Antonio Doria dated June 29, 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 Registration Statement on Form 10SB
filed August 24, 1999.

[2] Previously filed with the Company's Current 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 Annual Report on Form 10KSB filed July
12, 2000.

[5] Previously filed with the Company's Quarterly Report on Form 10QSB filed
August 21, 2000.

[6] Previously filed with the Company's Quarterly 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.

[9] Previously filed with the Company's Quarterly Report on Form 10QSB filed
February 20, 2001.

[10] Previously filed with the Company's Annual Report on Form 10KSB filed July
16, 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 on 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 August 20, 2001 By: /s/ Joseph Rizzuti
-----------------------------------------------
Joseph Rizzuti, Chairman and COO

By: /s/ Antonio Doria
-----------------------------------------------
Antonio Doria, President and CEO

By: /s/ Bonnie K. Ludlum
-----------------------------------------------
Bonnie K. Ludlum, Secretary and Director

By: /s/ Anne-Marie Ludlum
-----------------------------------------------
Anne-Marie Ludlum, CFO

By: /s/ John Samartine
-----------------------------------------------
John Samartine, Director

By: /s/ Samuel Sirkis
-----------------------------------------------
Samuel Sirkis, Director